AZTAR CORPORATION
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
February 25, 1998
Xx. Xxxx X. Xxxxxxxxx
Treasurer
Aztar Corporation
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
Dear Xx. Xxxxxxxxx:
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 is terminated after a Change in Control by you for Good Reason
or by the Corporation other than for Cause of Disability (as each of such
capitalized terms are 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 (b) of Section 4(iii) of the Severance
Agreement in its entirety, as follows:
"(b) 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 4(v), a lump sum severance payment (together
with the payments provided in Sections 4(iii)(c) and (d) below, the
"Severance Payments") equal to 200% of your annual salary as in effect
as of the Date of Termination or immediately prior to the Change in
Control, whichever is greater, and 200% of the average of the annual
bonuses awarded to you pursuant to the Corporation's bonus plan for
executive officers, 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 XXXX X. XXXXXX
Xxxx X. Xxxxxx
Chairman of the Board, President and
Chief Executive Officer
Agreed to this 24th day
of March 1998.
XXXX XXXXXXXXX
Xxxx X. Xxxxxxxxx
Address: Treasurer
Aztar Corporation
0000 Xxxx Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, Xxxxxxx 00000
