EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

 This Employment Agreement (the "Agreement"), effective as of January 1, 2005 (the "Effective Date"), is between Century Casinos, Inc., a Delaware corporation, whose principal executive offices are located in Colorado Springs, Colorado ("Employer"), and Xx. Xxxxx Xxxxxxxxx ("Employee").

Recitals

A.   Employee has been employed by Employer since 1994 and wishes to continue employment by Employer. Employer wishes to retain the services of Employee and Employer and Employee wish to formalize the terms and conditions of their agreements and understandings concerning Employee’s employment.

B. Employee’s employment by Employer, the mutual covenants stated in this Agreement, and other valuable consideration, the receipt of which is acknowledged by Employee, are sufficient consideration for this Agreement.

C. This Agreement supersedes and replaces any prior oral or written employment agreements entered into by and between Employer and Employee, and the terms of this Agreement shall be held confidential by Employee.

Agreement

The parties agree as follows:

1. Employment. As of the Effective Date, Employer shall employ Employee, and Employee agrees to accept such employment.

2. Term of Agreement. The term of this Agreement will commence on the Effective Date and will continue until terminated in accordance with the provisions of this Agreement.

3. Actions of Employer. All actions by and decisions of Employer contemplated in this Agreement will be made by Employer’s Executive Committee, which may from time to time appoint one of its members under this Agreement to carry out its functions. Nevertheless, Employee understands that Employer’s Compensation Committee must approve all decisions concerning Employee’s salary.

4. Duties of Employee. Employee's main duties on behalf of Employer as of the Effective Date shall be to act as Senior Vice President of Century Casinos, Inc. Employee also serves as Secretary and Treasurer of Employer. Employee will undertake and assume the responsibility of performing for and on behalf of Employer whatever duties are necessary and required in such position. Employee will devote Employee's full time and energies and best efforts to the performance of such duties, to the exclusion of all other activities that conflict in any material way with Employee's duties under this Agreement. Specific duties, and limitations on authority, of Employee may be addressed by separate memoranda or other

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instructions. In performing his duties, Employee recognizes and agrees that he will abide by the Employer’s Code of Ethics.

5. Location of Work; Payment for Various Expenses. The parties contemplate that Employee’s primary duty location will be in Colorado Springs, Colorado. Nevertheless, Employee recognizes and agrees that his duties will require extensive traveling, including international travel, for meetings and to assist all entities operated by Century Casinos Inc.

6. Compensation.

(a) Salary. Employer will pay to Employee a yearly salary (“Base Salary”) of one hundred and twenty thousand Dollars ($120,000), payable on the payroll dates established by Employer from time to time. The amount of the Base Salary can be reviewed by Employer annually.

(b)  Bonus. Employee shall be eligible to receive a yearly bonus of up to fifty six thousand Dollars ($56,000), based upon satisfactorily reaching various budget, financial and other criteria that are established for each calendar year in question. Employee shall only be eligible for such a bonus if he is employed on the last day of the calendar year to which the bonus applies. The Bonus amount can be reviewed by Employer annually.

(c) Vacations/Sick Days. Employee will be entitled to paid vacations of four weeks per calendar year, in accordance with the procedures established by Employer. Any specific vacation of more than one week's duration is subject to the advance approval of Employer. No more than ten vacation days are allowed to be carried over from one year to the next. Employee is entitled to six paid sick days per calendar year. Employee may accrue unused sick time from year to year up to a limit of eight days total sick days. No payments shall be made for accumulated sick days.

(d)  Additional Benefits. Currently, Employee will be entitled to the following benefits: 401(k) and medical/hospitalization insurance (for Employee and his immediate family) in accordance with Employer’s normal policies, and the holidays observed by Employer pursuant to its normal policies by which employees are granted a day off with pay. In addition, Employee will be entitled to additional benefits in accordance with Employer's policies, as they may be established and modified by Employer from time to time, for persons holding similar positions with Employer, as determined by Employer in its sole discretion.

(e)  Reimbursement of Business Expenses. Employer will reimburse all reasonable expenses incurred by Employee on behalf of Employer in connection with Employee’s performance of duties under this Agreement, in accordance with the Employer’s Travel Policy, and subject in each case to compliance by Employee with any reasonable requirements imposed by Employer concerning submission of invoices, prior approval, tax deductibility of expenses, and similar matters.

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(f)  Stock Options. Employee will be eligible to participate in any stock option plan and bonus plan or policy for persons holding similar positions with Employer that may be established by Employer. The number of options granted to Employee, if any, and the terms of such options are solely within the discretion of Employer’s Board of Directors and/or Employer’s Executive Committee, Incentive Plan Committee and/or Compensation Committee, as the legal requirements may be.

7. Termination, Severance Pay and Restrictions Against Competition and

  Solicitation.

(a) Voluntary Termination by Employee.

(i) Employee agrees to give Employer at least sixty (60) days' notice prior to any voluntary termination of employment by Employee.

(ii) If Employee terminates employment voluntarily,

(A) Employee will receive all earned Base Salary only through the last day of Employee's employment with Employer (as well as reimbursement of expenses incurred through the last day of Employee's employment);

(B) The Noncompetition and Nonsolicitation Periods under Section 8 will end on the first anniversary of the last day of Employee's employment with Employer.

(iii) Employee and Employer acknowledge that Employee's knowledge of the particular operations of Employer will be difficult to replace and that the giving of 60 days' notice by Employee is necessary to enable Employer to obtain transition assistance.

(b) Termination by Employer Without Cause.

(i) Employer may terminate Employee's employment at any time, without Cause (as defined below).

(ii)  If Employer terminates Employee's employment without Cause:

(A) Employee will receive all earned Base Salary through the last day of Employee's employment with Employer (as well as reimbursement of expenses incurred through the last day of Employee's employment);

(B) Employee's medical/hospitalization insurance will be continued for a period of six months;

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(C) The Noncompetition and Nonsolicitation Period under Section 8 will end six months after the last day of Employee’s employment with Employer;

(D) Employer will pay Employee a severance amount equal to six months of his Base Salary;

(E) Employee will also receive a payment equal to 50% of the bonus received by Employee for the year preceding his termination under this section.  

   (c) Termination by Employer for Cause.

 (i)   Employer may terminate Employee's employment with Employer at any time, for Cause, upon notice to Employee. "Cause" means: (A) any fraud, theft or intentional misappropriation perpetrated by Employee against Employer; (B) conviction of Employee of a felony; (C) a material and willful breach of this Agreement by Employee, if Employee does not correct such breach within a reasonable period after Employer gives written notice to Employee (with such notice to specify in reasonable detail the action or inaction that constitutes such breach); (D) willful or gross misconduct by Employee in the performance of duties under this Agreement; (E) failure by Employee to maintain in good standing any license that Employee must hold based on the requirements of any regulatory body; (F) the chronic, repeated, or persistent failure of Employee in any material respect to perform Employee’s obligations as an Employee of Employer (other than by reason of a disability as determined under common law or any pertinent statutory provision, including without limitation the Americans With Disabilities Act), if Employee does not correct such failure within a reasonable period after Employer gives written notice to Employee (with such notice to specify in reasonable detail the action or inaction that constitutes such failure). Employer and Employee agree that the provisions of (F) are not intended to provide grounds for a termination for Cause merely because of an isolated failure on the part of Employee to satisfy performance goals set by Employer.

        (ii) If Employee is terminated for Cause,

(A) Employee will receive Base Salary only through the last day of Employee's employment with Employer (as well as reimbursement of expenses incurred through the last day of Employee's employment);

(B) The Noncompetition and Nonsolicitation Periods under Section 8 will end on the first anniversary of the last day of Employee's employment with Employer.

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(iii) If Employee is terminated within three years from a Change of  Control (as defined below),

(A) Employer will pay Employee a severance amount equal to twelve months of his Base Salary;

(B) Employee will also receive a payment equal to the bonus received by Employee for the year preceding his termination under this section;

(C) All stock options Employee has received under Employer’s equity incentive plan shall vest immediately.

For the purpose of this Section 7 (c) (iii), “Change of Control” shall mean any of the following: (a) any person or entity (not affiliated with the Employee or with other employees or the members of the board of directors of Employer as of the Effective Date of this Agreement) becoming the beneficial owner of a majority of the voting rights of Employer’s then outstanding securities; (b) the triggering of the issuance of stock rights to shareholders pursuant to Employer’s stock rights agreement, as amended from time to time; (c) the replacement, or rejection (i.e. through a proxy fight), of one or more person(s), nominated to be director(s) by the Employer’s board of directors before any Change of Control; (d) the election of one or more persons to the Employer’s board of directors that have not been nominated by the Employer’s board of directors before any Change of Control; (e) holders of the Employer’s securities approve a merger, consolidation or liquidation of the Employer.

8. Noncompetition, Nonsolicitation, Disparagement.

(a) Covenant not to Compete. During the period that Employee is employed by Employer and thereafter for the pertinent Noncompetition Period, Employee (i) will not directly or indirectly own, control, operate, manage, consult for, own shares in, be employed by, or otherwise participate in any sole proprietorship, corporation, partnership, or other entity whose primary business is the Business (as defined below), within 100 miles of any location in which Employer operates, or has any interest in, any casino or other entity in which legal gambling is permitted or undertaken and (ii) will not solicit any actual or potential customers of Employer, any consultants to any such actual or potential customers, or any suppliers of Employer. The “Business” means any of the following: the operation or management of any casino or other entity in which legal gambling of any form is permitted or undertaken. (The restrictions in 8(a)(i) above, shall also include any location in which the Employer has proposed to do Business, or has made plans to make such a proposal.) Notwithstanding the foregoing restriction, Employee may own beneficially, or of record, less than two percent of the outstanding shares or other equity interests of any entity in the Business whose stock is traded publicly on NASDAQ or another nationally recognized stock exchange. The parties specifically agree that the Noncompetition Periods specified in paragraph 7 and the geographical scope discussed above are reasonably necessary to protect Employer’s interests, including Employer’s trade secrets.

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(b) Nonsolicitation. During the period that Employee is employed by Employer and thereafter for the pertinent Nonsolicitation Period, Employee will not solicit or attempt to solicit for employment, for any other employer, any person while such person is an employee or consultant of Employer or of any subsidiary or parent company of Employer, and Employee will not solicit for employment or employ any such person within six months after such person ceases to be an employee or consultant of Employer.

(c) Disparagement. During the Nonsolicitation Period, Employee will not disparage, criticize, or demean Employer, its reputation, employees, directors, Officers, services, products, manner of conducting business, customers, or suppliers, or any other aspect of Employer, by any communication whatsoever. Likewise, during this Period, the Employer will respond to requests for information concerning Employee’s employment with a neutral response reflecting Employee’s dates of employment, positions held and ending pay rate.

9. Confidential Information, Trade Secrets and Intellectual Property.

(a) Confidential Information. Employee acknowledges that information, observations, and data (including but not limited to customer/client lists) obtained by Employee, both prior to the Effective Date and after the Effective Date, concerning the business or affairs of Employer, constitute confidential information, are trade secrets, are the property of Employer, and are essential and confidential components of Employer's business. Employee will not at any time, either during or after employment with Employer, directly or indirectly disclose to any person or use any of such information, observations or data, except as required by Employee’s duties in the course of Employee's employment with Employer, and except to the extent that:

(i) the information was within the public domain at the time it was provided to Employee;

(ii) the information was published or otherwise became part of the public domain after it was provided to Employee through no fault of Employee;

(iii) the information already was in Employee's possession at the time Employer disclosed it to Employee, was not acquired by Employee directly or indirectly from anyone with a duty of confidentiality to Employer, and was not acquired by Employee under circumstances in which Employee already was an employee of or a consultant to Employer, or had a duty of confidentiality to Employer; or

(iv) the information is required to be disclosed (A) by any federal or state law rule or regulation, (B) by any applicable judgment, order, or decree of any court, governmental agency or arbitrator having or purporting to have jurisdiction in the matter, or (C) pursuant to any subpoena or other discovery request in any litigation, arbitration or other proceeding, but if Employee proposes to disclose the information in accordance with (A), (B), or (C), Employee will first give Employer reasonable prior notice of the proposed disclosure of any such information so as to provide Employer an opportunity to consult with Employee as to the applicability of such law, rule, or regulation or to appear before any court, governmental agency, or arbitrator in order to contest the disclosure, as the case may be, and prior to any such disclosure will redact confidential information to the maximum extent permissible.

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(b) Return of Documents, Etc. Immediately upon termination of Employee's employment with Employer or at any time upon notice to Employee from Employer, Employee will deliver to Employer all memoranda, notes, plans, records, reports, and other documents and information provided to Employee by Employer or created by Employee in connection with Employee's employment, including, but not limited to information stored in electronic format on PCs, laptops, external hard disks, CDs, etc. and all copies of all such documents in any tangible form which Employee may then possess or have under Employee's control, and will destroy all of such information in intangible form which is in Employee's possession or under Employee's control.

10.   Survival of Obligations Upon Employee's Termination. The obligations of Employee in Sections 8 and 9 will survive the termination of Employee's employment with Employer. The obligations of Employee in Section 9 will survive the termination of Employee's employment with Employer without limitation, whether termination is initiated by Employee or by Employer, and will continue until Employer consents in writing to the release of Employee's obligations under Section 9 this Agreement.

11. Remedy for Breach. Both Employee and Employer expressly acknowledge that the subject matter of this Agreement is unique, and that any breach of Employee's obligations under Sections 8 and 9 is likely to result in irreparable injury to Employer, and the parties therefore expressly agree that Employer will be entitled to obtain specific performance of this Agreement through injunctive relief and such ancillary remedies of an equitable nature as a court may deem appropriate. Such equitable relief will be in addition to, and the availability of such equitable relief will not preclude, any legal remedies or other remedies, which might be available to such party. If Employee breaches any provisions in Sections 8 or 9, Employer is entitled to apply for equitable relief in the Colorado District Court, Fourth Judicial District, prior to initiation of mediation. Employer's application for temporary injunctive relief will not limit Employer from pursuing any other available remedies for such breach. Employee specifically agrees with the designation of this court and waives any objection or defense based on forum non-conveniens, improper venue or lack of personal jurisdiction.

12. Severability. Each provision of this Agreement is intended to be severable, and if any portion of this Agreement is held invalid, illegal, unenforceable or void for any reason, the remainder of this Agreement will nonetheless remain in full force and effect. Any portion held to be invalid, unenforceable, or void will, if possible, be deemed amended or reduced in scope, but such amendment or reduction in scope will be made only to the minimum extent required for causing such portion to be valid and enforceable.

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13. General Acknowledgments. Employee and Employer expressly agree that the restrictions on Employee's activities imposed under Section 8 are reasonable in their temporal and geographic scope and with respect to the nature of the activities so restricted and that the restrictions on Employee's activities imposed under Section 9 are reasonable and necessary to protect the trade secrets and other Confidential Information of Employer. The parties expressly agree that (i) Employee is benefited by these restrictions, insofar as other persons in similar managerial positions with Employer have entered or will enter into similar agreements with Employer, (ii) these restrictions are reasonable and necessary to protect Employer and its subsidiaries from loss of property rights and from competing efforts, and (iii) because of these restrictions Employer is willing to share its trade secrets and confidential information with Employee to enable Employee to perform his or her duties. The parties further expressly agree that, if any court of competent jurisdiction determines that any provision of Section 8 or Section 9 is unreasonable, the court will not declare the provision invalid, but rather will reform and modify the provision, and enforce the provision as reformed and modified, to the maximum extent permitted by law. The existence of any claim or cause of action of Employee against Employer, whether predicated on this Agreement or otherwise, will not constitute a defense to the enforcement by Employer of the provisions of Section 8 or Section 9.

14. Non-Waiver. The failure to enforce any right arising under this Agreement or any similar agreement on one or more occasions will not be deemed or construed to be a waiver of that right under this Agreement or any other agreement on any other occasion, or of any other right on that occasion or any other occasion.

15. Employee Warranties. Employee warrants to Employer that, as of the Effective Date, (a) Employee is not employed and is not a party to another employment contract, express or implied; (b) Employee has no other obligation, contractual or otherwise, which would prevent Employee from entering into this Agreement and from complying with its provisions; (c) Employee does not possess, and will not utilize during Employee's employment with Employer, any confidential information obtained by Employee through or in connection with any prior employment, relating to any prior employer's business, products, services, techniques, methods, systems, plans, policies, prices, customers, prospective customers, or employees; and (d) Employee has given Employer timely written notice of any of Employee's prior employment agreements or patent rights that might conflict with any interest of Employer and has provided Employer with a copy of such agreements or patent rights, including any applications for such rights.

16. Dispute Resolution. Subject to Employer’s right to seek equitable relief under Section 11, which is not affected by this Section, Employer and Employee agree to submit to final, binding arbitration, any and all claims, disputes or controversies between Employee and Employer, any business affiliated with Employer, or any of the respective directors, managers, employees or agents of such businesses, including, but not limited to, claims, disputes or controversies arising out of or related to this Agreement or the breach thereof. The

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 parties agree that such arbitration is pursuant to the Federal Arbitration Act. The arbitration shall be governed by the then-existing rules of the American Arbitration Association for Employment Arbitration and will be held in Colorado Springs, Colorado. The arbitrator will be selected pursuant to the mutual agreement of the parties, and, if the parties are unable to agree, the arbitrator will be designated by the Chief Judge of the Fourth Judicial District Court, State of Colorado. The award rendered by the arbitrator shall be enforced, if necessary, in the United States District Court for the District of Colorado. The arbitrator shall apply the substantive law of the State of Colorado and may award any relief recognized by Colorado law, which could be awarded by a District Court of the State of Colorado, including injunctive relief and attorney’s fees. The arbitrator shall award reasonable attorney’s fees and costs to the prevailing party.

17. Integration Clause and Modification. This Agreement is the complete and exclusive statement of the agreement between the parties and supersedes all proposals, prior agreements, and all other communications between the parties, oral or in writing, relating to the subject matter of this Agreement. This Agreement may be amended or superseded only by an agreement in writing, signed by Employee and the CEO / Compensation Committee of Employer.

18. Notices. All notices, requests, demands, claims, and other communications under this Agreement must be in writing. Any notice, request, demand, claim, or other communication under this Agreement will be deemed duly given only if it is sent by registered or certified mail, return receipt requested, postage prepaid, or by courier, by facsimile, or email message, and must be addressed to the intended recipient as follows:

If to Employer, to: Century Casinos, Inc.

0000 Xxxx Xxxxx Xxxxx,

Xxxxxxxx Xxxxxxx, XX 00000

If to Employee: to Employee's residence, as shown on Employer's records.

Notices will be deemed given and received three days after mailing if sent by certified mail, when delivered if sent by courier, and one business day after receipt of confirmation by person or machine if sent by telecopy, facsimile, or email transmission. Either party may change the address to which notices, requests, demands, claims and other communications under this Agreement are to be delivered by giving the other party notice in the manner set forth above.

19. Governing Law and Forum. This Agreement will be governed by and construed according to the internal laws of the State of Colorado, without regard to conflict of law principles, except Section 16, which will be governed and construed according to the Federal Arbitration Act, except as otherwise provided in Section 16. The parties further agree that any disputes arising under this Agreement and any action brought to enforce this Agreement must be brought exclusively in the Colorado District Court, Fourth Judicial District, and the parties consent to personal jurisdiction of such court and waive any objection or defense of forum non-conveniens, improper venue or lack of personal jurisdiction.

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20.  Acknowledgment by Employee. Employee has been afforded the opportunity to read, reflect upon and consider the terms of this Agreement, has been afforded the opportunity to discuss this Agreement with Employee's attorney or other advisor or counselor, has read this entire Agreement, fully understands its terms, has voluntarily executed this Agreement, and has retained one copy of this executed Agreement for Employee's records. Furthermore, Employee acknowledges and agrees that should Employee obtain employment after the termination of this Agreement, Employer may communicate with a subsequent employer and show a copy of this Agreement to a subsequent employer, for the purpose of informing a subsequent employer about Employer’s rights and Employee’s obligations under this Agreement.

ACCEPTED AND AGREED:	ACCEPTED AND AGREED:
//s//Xxxxx Haitzmann//s//Xxxxx Xxxxxxxxxx Employer’s Executive Committee Date: March 20, 2005/March 22, 2005	//s//Xxxxx Xxxxxxxxx Employee Date: February 28, 2005
ACCEPTED AND AGREED:
//s//Xxxxx Xxxxxxx Xx. Xxxxx Xxxxxxx Compensation Committee Date: March 15, 2005
//s//Xxxxxxxxx Xxxxxxxxxx Mag. Xxxxxxxxx Xxxxxxxxxx Compensation Committee Date: March 15, 2005