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FIRST AMENDMENT
- TO THE -
EMPLOYMENT AGREEMENT
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THIS FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT ("First Amendment") is
made and entered into as of the 1st day of January, 1998 ("Effective Date") by
and between GREATE BAY HOTEL AND CASINO, INC. ("Employer") and XXXXX XXXX
("Employee").
W I T N E S S E T H:
WHEREAS, Employer and Employee entered into that certain Employment
Agreement dated as of December 1, 1995 ("the Agreement") under the terms and
pursuant to the conditions set forth in the Employment Agreement, a copy of
which is attached as Exhibit "A"; and,
WHEREAS, the Agreement is scheduled to expire by its terms on November 30,
1998; and
WHEREAS, Employer and Employee are desirous of modifying the Agreement
subject to the terms and pursuant to the conditions set forth in this First
Amendment in order to retain the services of Employee; and,
WHEREAS, Paragraph 15 of the Agreement requires that the Employment
Agreement "may not be amended, modified, changed or altered except by a writing
signed by both Employer and Employee";
NOW, THEREFORE, for and in consideration of the foregoing recitals, and in
consideration of the mutual covenants, agreement, understandings, undertakings,
representations, warranties and promises hereinafter set forth, and intending to
be legally bound thereby, Employer and Employee do hereby covenant and agree as
follows:
1. AMENDMENT TO PARAGRAPH 8(b) OF THE AGREEMENT.
The language of Paragraph 8(b) of the Agreement is deleted and replaced
with the following:
The Base Salary, shall be adjusted ("the Base Salary Adjustment") on
each of the anniversary dates of the Effective Date of the Agreement
after the date of this First Amendment in an amount equal to five (5)
percent of the Base Salary for the first Base Salary Adjustment and in
an amount equal to five (5) percent of the sum of the Base Salary plus
prior Base Salary Adjustments for succeeding Base Salary Adjustments.
For the purpose of the this First Amendment, the parties acknowledge that the
anniversary date of the Agreement was previously changed to April 1 of each
year.
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2. AMENDMENT TO PARAGRAPH 6 OF THE AGREEMENT.
The provisions of Paragraph 6 of the Agreement are modified solely to
extend the Term from that stated therein to the period ending on November 30,
2000.
3. RATIFICATION OF THE AGREEMENT. Except as otherwise modified by this
First Amendment, Employer and Employee hereby ratify and affirm the terms and
conditions of the Agreement.
IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties
hereto have executed and delivered this First Amendment as of the year and date
first above written.
ATTEST: GREATE BAY HOTEL AND CASINO, INC.
/s/ XXXXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXXX
--------------------------------- ---------------------------------
Xxxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
Secretary President
WITNESS: EMPLOYEE
/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXX
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxx Xxxxx Xxxx
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SECOND AMENDMENT
- TO THE -
EMPLOYMENT AGREEMENT
--------------------
THIS SECOND AMENDMENT TO THE EMPLOYMENT AGREEMENT ("Second Amendment") is
made and entered into as of the 11th day of March, 1998 ("Effective Date") by
and between GREATE BAY HOTEL AND CASINO, INC. ("Employer") and XXXXX XXXX
("Employee").
W I T N E S S E T H:
WHEREAS, Employer and Employee entered into that certain Employment
Agreement dated as of December 1, 1995 ("the Agreement") under the terms and
pursuant to the conditions set forth in the Employment Agreement, a copy of
which is attached as Exhibit "A", and entered into that First Amendment to
Employment Agreement as of January 1, 1998, a copy of which is attached as
Exhibit "B" (the "First Amendment" and together with the Agreement, the "Amended
Agreement"); and,
WHEREAS, Employer and Employee are desirous of modifying the Amended
Agreement to conform to the modification of the Amended Agreement by the Order
of Judge Wizmur of the United States Bankruptcy Court for the District of New
Jersey dated March 11, 1998; and,
WHEREAS, Paragraph 15 of the Agreement requires that the Employment
Agreement "may not be amended, modified, changed or altered except by a writing
signed by both Employer and Employee";
NOW, THEREFORE, for and in consideration of the foregoing recitals, and in
consideration of the mutual covenants, agreement, understandings, undertakings,
representations, warranties and promises hereinafter set forth, and intending to
be legally bound thereby, Employer and Employee do hereby covenant and agree as
follows:
1. AMENDMENT TO PARAGRAPH 8(b) OF THE AGREEMENT.
The language of Paragraph 8(b) of the Agreement and Paragraph 1 of the
First Amendment, except for the last sentence, are deleted and replaced with the
following:
The Base Salary, shall be adjusted ("the Base Salary Adjustment") on
each of the anniversary dates of the Effective Date of this Agreement
(each "an Adjustment Date"). The Base Salary Adjustment shall be the
product of the Base Salary times the difference between the CPI
Comparison Period and the CPI Base Period. For the purpose of this
paragraph, the Base Salary shall include any previous Base Salary
Adjustments, the CPI shall be the Consumer Price Index for all Urban
Consumers for Phila., Pa. All Items (1982-1984=100) issued by the
United States Department of Labor, Bureau of Labor Statistics or any
successor agency ("the Bureau"), the CPI Base Period shall be the CPI
most recently published by the Bureau as of March 31, 1997 for the
first Adjustment Date and the CPI Comparison Period
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used for the preceding Adjustment date for succeeding Adjustment
Dates, and the CPI Comparison Period shall be the most recently
published CPI by the Bureau as of March 31 just prior to the
Adjustment Date. Nothing in this paragraph shall permit any increase
of the Base Salary at an Adjustment Date to exceed five (5) percent or
a decrease in Base Salary at an Adjustment Date except that the Board
of Directors may authorize an increase in the Base Salary up to five
percent of the Base Salary effective on any Adjustment Date. In the
event that the Bureau ceases to use the 1982- 1984 average of 100 as
the basis of calculation of the CPI or ceases to publish the CPI, or a
substantial change is made in the "market basket" of items used in
determining the CPI, the Employer shall in good faith substitute
another index or comparable statistic to measure the change in the
cost of living in the Philadelphia metropolitan area.
2. AMENDMENT TO PARAGRAPH 8(d) OF THE AGREEMENT.
In the case of a termination without Cause, which does not entitle Employee
to Severance Pay under the Severance Pay Policy approved by Order of Judge
Wizmur dated January 26, 1998, Paragraph 8(d) of the Agreement is modified
solely to limit the periodic payments described therein to the lesser of the
remaining Term of the Amended Agreement or two (2) years.
3. RATIFICATION OF THE AGREEMENT. Except as otherwise modified by this
First Amendment, Employer and Employee hereby ratify and affirm the terms and
conditions of the Amended Agreement.
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IN WITNESS WHEREOF AND INTENDING TO BE LEGALLY BOUND THEREBY, the parties
hereto have executed and delivered this First Amendment as of the year and date
first above written.
ATTEST: GREATE BAY HOTEL AND CASINO, INC.
/s/ XXXXXXXXX X. XXXXX By: /s/ XXXXXXX X. XXXXXX
--------------------------------- ---------------------------------
Xxxxxxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
Secretary President
WITNESS: EMPLOYEE
/s/ XXXXXXX X. XXXXXX /s/ XXXXX XXXX
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxx Xxxxx Xxxx
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