PH06/166999.1
Exhibit 10.4
AMENDMENT
THIS AMENDMENT, dated as of November 12, 1998, is between
Players International, Inc. (together with its successors or
assigns, the "Company") and Xxxxxx X. Xxxxxxxx ("Executive").
W I T N E S S E T H:
WHEREAS, the Company and Executive are parties to an
Agreement dated as of October 1, 1996 (the "Agreement"), and the
Company and Executive now wish to amend the Agreement.
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable
consideration, the Company and Executive agree as follows:
1. Paragraph 2(b) is amended in its entirety to read as
follows:
(b) The Term of Employment shall commence on the
date hereof and shall, unless sooner terminated as
provided in Paragraph 9 or unless extended by the
Company in its sole discretion, terminate on the close
of business on September 30, 1999; provided that if a
Change in Control of the Company occurs during the term
of this Agreement, the Term of Employment shall
automatically continue in effect for a period of 24
months beyond the month in which such Change in Control
occurs.
2. The introductory clause of Paragraph 9(d) (ending with
the word "employment" in line 5 thereof) is amended in its
entirety to read as follows:
(d) Termination Upon a Change in Control. In the
event (A) a Termination Upon a Change in Control occurs
within 24 months following the month in which the
Change in Control occurs, (B) Executive is terminated
within six months prior to a Change in Control, by the
Company without Cause (which shall not include a
termination pursuant to Paragraph 9(a)) or by Executive
in the event of a Constructive Termination Without
Cause, or (C) Executive is terminated within six months
prior to a Change in Control as a result of expiration
of this Agreement, Executive shall be entitled to
receive (taking into account any benefits provided
under subparagraph (c)), promptly following the later
of his termination of employment or the Change in
Control:..."
3. Paragraph 9(d) is amended by adding a sentence to the
end to read as follows:
This Paragraph 9(d) shall survive any termination of
this Agreement other than a termination of this
Agreement by reason of Executive's termination of
employment for Cause.
4. In all respects not amended, the Agreement is hereby
ratified and confirmed.
IN WITNESS WHEREOF, the undersigned have executed this
Amendment as of the date first above written.
PLAYERS INTERNATIONAL, INC.
_________________________________
Chairman, Compensation Committee
_________________________________
Xxxxxx X. Xxxxxxxx
