ContractAztar Corp • March 1st, 2005 • Services-miscellaneous amusement & recreation
February 28, 2005 Mr. Paul E. Rubeli Chairman of the Board and CEO Aztar Corporation 2390 E. Camelback Road Suite 400 Phoenix, Arizona 85016 Re: 409A Indemnification Mr. Rubeli, This Letter Agreement confirms the understanding between you and Aztar Corporation (the "Company") that, in the event that you incur any tax (the "409A Tax") under Section 409A of the Internal Revenue Code with respect to amounts paid or to be paid to you under the Aztar Corporation Nonqualified Retirement Plan for Senior Executives ("Plan IV") and pursuant to your individual deferred compensation agreement with the Company, dated December 1, 1983 (the "Deferred Compensation Agreement"), the Company shall pay to you an additional amount (the "Gross-Up Payment") such that the net amount of the Gross-Up payment retained by you, after payment of all applicable taxes thereon, will be equal to the amount of such 409A Tax. The indemnification provided to you pursuant to this Letter Agreement i
