EXTENSION OF EMPLOYMENT AGREEMENT
THIS EXTENSION AGREEMENT is effective the 1st day of December, 1997,
notwithstanding a later execution hereof, by and between HARVEYS CASINO RESORTS,
a Nevada corporation, hereinafter referred to as "Harveys", and XXXXXXX X.
XXXXXXX, hereinafter referred to as "Employee", as follows:
W I T N E S S E T H:
WHEREAS, Harveys and Employee did, on the 22nd day of October, 1995, enter
into an Employment Agreement effective the 1st day of December, 1995 (the
"Agreement"); and
WHEREAS, Harveys has offered to modify the Agreement, and Employee has
consented to said modifications as set forth hereinbelow;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, receipt whereof is
hereby acknowledged, the parties hereto agree as follows:
A. Section 2.01 shall be modified by the inclusion of the following
sentence appearing at the end thereof:
Immediately following the 1997 Annual Shareholders Meeting,
Employee was elected by the Board of Directors to serve as Chairman
thereof; Employee further agrees that he shall, during the term
hereof, allow his name to remain in nomination for the position of
Chairman of the Board of Directors and, if elected, will serve in
said capacity.
B. Section 3.01 shall be modified by extending the term of employment to
the 30th day of November, 2002.
C. Section 7.01 shall be modified to reflect that as of December 1, 1997,
Employee's salary shall be increased to Four Hundred Sixty Seven Thousand Five
Hundred Dollars ($467,500,00).
D. A Section 7.04 shall be added, which states:
Commencing with the 1997-98 fiscal year, i.e., December 1, 1997,
Employee's incentive payments as provided for in paragraph 5 of
Harveys Casino Resorts Management Incentive Plan dated August 8,
1995, shall be increased by 10%, and thus the threshold incentive
shall increase from 30% to 35% of base salary. The target
incentive shall increase from 60% to 70% of base salary, and the
maximum incentive shall increase from 90% to 100% of base salary,
and Employee's participation in the long-term incentive plan,
revised as of December 18, 1995, shall also increase by 10%.
Employee's threshold incentive shall increase from 22.5% to 32.5%.
Target incentive shall also increase from 45% to 55%, and the
maximum incentive shall increase from 67.5% to 77.5%, for all
performance periods including the 1997-98 fiscal year, and any
subsequent fiscal years.
E. Where not inconsistent herein, the parties republish and reaffirm the
terms and conditions of the Agreement as set forth herein verbatim.
DATED this 15th day of December, 1997.
EMPLOYEE:
/s/ Xxxxxxx X. Xxxxxxx
------------------------------------------------
XXXXXXX X. XXXXXXX
EMPLOYER:
HARVEYS CASINO RESORTS, a Nevada
corporation
By /s/ X.X. Xxxxx
---------------------------------------------
XXXXXX XXXXX
Chairman/Compensation Committee
Attest:
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
XXXXXXX X. XXXXXXXXX,
Secretary
