exv10w1



 







Exhibit 10.1




EXECUTIVE EMPLOYMENT AGREEMENT




     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the
28th day of July 2006, by and between Ameristar Casinos, Inc., a Nevada corporation, with
its principal offices located at 3773 Howard Hughes Parkway, Suite 490 South, Las Vegas, Nevada
89109 (the “Company”), and john m. boushy (the “Executive”).



RECITALS




     WHEREAS, the Company conducts a business in the gaming industry, including the operation of
casinos, hotels, restaurants and other similar amenities, and the Executive has substantial
expertise and experience in all aspects of the gaming industry; and



     WHEREAS, the Company desires to hire the Executive, and the Executive has agreed to enter into
employment with the Company, on the terms and conditions set forth herein.



     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for
other good and valuable consideration, the Company and the Executive (each individually a “Party”
and together the “Parties”) agree as follows:



TERMS AND CONDITIONS




     1. DEFINITIONS. In addition to certain terms defined elsewhere in this Agreement, the
following terms shall have the following respective meanings:




     1.1 “Affiliate” shall mean any Person that directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with the Person
specified. For purposes of this definition, control of a Person means the power, direct or
indirect, to direct or cause the direction of the management and policies of such Person
whether by contract or otherwise and, in any event and without limitation of the previous
sentence, any Person owning ten percent (10%) or more of the voting securities of another
Person shall be deemed to control that Person.




     1.2 “Base Salary” shall mean the salary provided for in Section 3.1 of this
Agreement.




     1.3 “Board” shall mean the Board of Directors of the Company.




     1.4 “Cause” shall mean that the Executive:




     (a) has been formally charged with or convicted of a felony or any crime
involving fraud, theft, embezzlement, dishonesty or moral turpitude;



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     (b) has participated in fraud, embezzlement or other act of dishonesty
involving the Company;




     (c) has been found unsuitable to hold a gaming license or has failed in a
timely manner to seek or obtain any finding of suitability or other approval by any
gaming regulatory authority whose license, finding of suitability or other approval
is legally required as a condition of the Executive’s performance of his duties and
responsibilities under this Agreement;




     (d) has failed to fulfill or maintain all suitability and character
requirements for continued employment by the Company as from time to time may be
imposed pursuant to the Company’s Gaming Compliance Program, written Company
policies or gaming laws, regulations or orders applicable to the Company or one of
its Affiliates;




     (e) in carrying out his duties under this Agreement, has engaged in acts or
omissions constituting gross negligence or willful misconduct resulting in, or
which, in the good faith opinion of the Board could be expected to result in,
substantial economic harm to the Company;




     (f) has failed for any reason, within ten (10) days of receipt by the Executive
of written notice thereof from the Company, to correct, cease or alter any action or
omission that (i) in the good faith opinion of the Board does or may materially and
adversely affect its business or operations, (ii) violates or does not conform with
the Company’s policies, standards or regulations or (iii) constitutes a material
breach of this Agreement;




     (g) has through willful or grossly negligent conduct disclosed any Confidential
Information without authorization except as otherwise permitted by this Agreement,
any other agreement between the Parties or any policy of the Company in effect at
the time of disclosure; or




     (h) has failed for any reason, within ten (10) days of receipt by the Executive
of written notice thereof from the Company, to correct, cease or alter any action or
omission by which the Executive has breached his or her duty of loyalty to the
Company.




The Company shall have the burden of proving Cause in any dispute or proceeding
between the Company and the Executive.




     1.5 A “Change in Control” shall be deemed to have occurred if:




     (a) individuals who, as of the date of this Agreement, constitute the entire
Board of Directors of the Company (“Incumbent Directors”) cease for any reason to
constitute at least a majority of the Board of Directors of the Company;



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provided,
however, that any individual becoming a director subsequent to such
date whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of at least a majority of the then Incumbent Directors (other
than an election or nomination of an individual whose assumption of office is the
result of an actual or threatened election contest relating to the election of
directors of the Company), also shall be an Incumbent Director; or




     (b) the stockholders of the Company shall approve (A) any merger,
consolidation, or recapitalization of the Company (or, if the capital stock of the
Company is affected, any subsidiary of the Company) or any sale, lease, or other
transfer (in one transaction or a series of transactions contemplated or arranged by
any party as a single plan) of all or substantially all of the assets of the Company
(each of the foregoing being an “Acquisition Transaction”) where (1) the
stockholders of the Company immediately prior to such Acquisition Transaction would
not immediately after such Acquisition Transaction beneficially own, directly or
indirectly, shares representing in the aggregate more than fifty percent (50%) of
(a) the then outstanding common stock of the corporation surviving or resulting from
such merger, consolidation or recapitalization or acquiring such assets of the
Company, as the case may be (the “Surviving Corporation”) (or of its ultimate parent
corporation, if any) and (b) the Combined Voting Power (as defined below) of the
then outstanding Voting Securities (as defined below) of the Surviving Corporation
(or of its ultimate parent corporation, if any) or (2) the Incumbent Directors at
the time of the initial approval of such Acquisition Transaction would not
immediately after such Acquisition Transaction constitute a majority of the Board of
Directors of the Surviving Corporation (or of its ultimate parent corporation, if
any) or (B) any plan or proposal for the liquidation or dissolution of the Company;
or




     (c) any Person (as defined below) other than a Permitted Holder (as defined
below) shall become the beneficial owner (as defined in Rules 13d-3 and 13d-5 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or
indirectly, of securities of the Company representing in the aggregate fifty percent
(50%) or more of either (i) the then outstanding shares of the Company Common Stock
or (ii) the Combined Voting Power of all then outstanding Voting Securities of the
Company; provided,
however, that notwithstanding the foregoing, a Change in Control
shall not be deemed to have occurred for purposes of this clause (c) solely as the
result of:




     (A) an acquisition of securities by the Company which, by reducing the
number of shares of the Company Common Stock or other Voting Securities
outstanding, increases (i) the proportionate number of shares of the Company
Common Stock beneficially owned by any Person to fifty percent (50%) or more
of the shares of the Company Common Stock then outstanding or (ii) the
proportionate voting power represented



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by the Voting Securities beneficially owned by any Person to fifty
percent (50%) or more of the Combined Voting Power of all then outstanding
Voting Securities; or




     (B) an acquisition of securities directly from the Company, except that
this paragraph (B) shall not apply to:




	 	(1)	 	any conversion of a security that
was not acquired directly from the Company; or
	 
	 	(2)	 	any acquisition of securities if
the Incumbent Directors at the time of the initial approval of
such acquisition would not immediately after (or otherwise as a
result of) such acquisition constitute a majority of the Board
of Directors of the Company.






(d) For purposes of this Section 1.5:




     (i) “Person” shall mean any individual, entity (including, without
limitation, any corporation (including, without limitation, any charitable
corporation or private foundation), partnership, limited liability company,
trust (including, without limitation, any private, charitable or
split-interest trust), joint venture, association or governmental body) or
group (as defined in Section 13(d)(3) or 14(d)(2) of the Exchange Act and
the rules and regulations thereunder); provided,
however, that “Person”
shall not include the Company, any of its subsidiaries, any employee benefit
plan of the Company or any of its majority-owned subsidiaries or any entity
organized, appointed or established by the Company or such subsidiary for or
pursuant to the terms of any such plan;




     (ii) “Voting Securities” shall mean all securities of a corporation
having the right under ordinary circumstances to vote in an election of the
Board of Directors of such corporation;




     (iii) “Combined Voting Power” shall mean the aggregate votes entitled
to be cast generally in the election of directors of a corporation by
holders of then outstanding Voting Securities of such corporation; and




	 	(a)	 	(iv) “Permitted Holder” shall mean (A) the Company or any
trustee or other fiduciary holding securities under an employee benefit plan
of the Company and (B) to the extent they hold securities in any capacity
whatsoever, Craig H. Neilsen and Ray Neilsen and their respective estates,
spouses, heirs, ancestors, lineal descendants, step children, legatees and
legal representatives, and the trustees of any bona fide trusts of which one
or more of the foregoing are the sole beneficiaries or grantors thereof and





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(C) any Person controlled, directly or indirectly, by one or more of the
foregoing Persons referred to in the immediately preceding clause (B),
whether through the ownership of voting securities, by contract, in a
fiduciary capacity, through possession of a majority of the voting rights (as
directors and/or members) of a not-for-profit entity, or otherwise;




     1.6 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any succeeding
provisions of law. Any references herein to specific sections of the Code shall extend to
and include the applicable succeeding provisions of law, if any.




     1.7 “Company Property” shall mean all items and materials provided by the Company to
the Executive, or to which the Executive has access, in the course of his employment,
including, without limitation, all Confidential Information and all other files, records,
documents, drawings, specifications, memoranda, notes, reports, studies, manuals, equipment,
keys, computer disks, videotapes, blueprints and other documents and similar items relating
to the Company, its Affiliates or their respective customers, whether prepared by the
Executive or others, and any and all copies, abstracts and summaries thereof.




     1.8 “Compensation Committee” shall mean the Compensation Committee of the Board or
Persons performing similar functions.




     1.9 “Competing Business” shall mean any Person engaged in the casino gaming industry
directly or through an Affiliate or subsidiary.




     1.10 “Confidential Information” shall mean all Confidential Information as defined in
the Company’s Confidentiality and Non-Disclosure Policy as in effect from time to time, the
current version of which has been delivered to the Executive.




     1.11 “Deferred Compensation Plan” shall mean the Company’s Deferred Compensation Plan,
as in effect on the date of this Agreement and as it may be amended from time to time. The
terms and conditions of such Plan shall be substantially similar during the Executive’s
employment under this Agreement as terms and conditions of comparable deferred compensation
arrangements for other senior executive officers of the Company in effect from time to time.




     1.12 “Disability” shall mean a physical or mental incapacity that prevents the
Executive from performing, with or without reasonable accommodation if necessary, the
essential functions of his position with the Company for a period of ninety (90) consecutive
days as determined: (a) in accordance with any long-term disability plan provided by the
Company of which the Executive is a participant; or (b) by a licensed healthcare
professional selected by the Company, in its sole discretion, to determine whether a
Disability exists, to whom the Executive hereby agrees to submit to medical examinations.
In addition, the Executive may submit to the Company documentation of a



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Disability, or lack thereof, from a licensed healthcare professional of his choice.
Following a determination of a Disability or lack of Disability by the Company’s or the
Executive’s licensed healthcare professional, the other Party may submit subsequent
documentation relating to the existence of a Disability from a licensed healthcare
professional selected by such other Party. In the event that the medical opinions of such
licensed healthcare professionals conflict, such licensed healthcare professionals shall
appoint a third licensed healthcare professional to examine the Executive, and the opinion
of such third licensed healthcare professional shall be dispositive.




     1.13 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as
amended.




     1.14 “Good Reason” as used in this Agreement shall mean and exist if, without the
Executive’s prior written consent, one or more of the following events occurs and the
Company fails for any reason, within ten (10) days of receipt by the Company of written
notice thereof from the Executive, to correct, cease or alter any action or omission causing
any such event(s):




     (a) the Executive is assigned any significant duties or responsibilities that
are inconsistent with the scope of duties and responsibilities associated with the
Executive’s position as described in Section 2.3, including without
limitation the requirement that the Executive report to any person other than the
Chief Executive Officer of the Company;




     (b) the Executive is required to relocate from, or maintain his principal
office outside of, a twenty-five (25) mile radius of his principal office location
as of the date of this Agreement;




     (c) the Executive’s Base Salary is decreased by the Company;




     (d) during the first twelve (12) months following a Change in Control, the
failure of the Company to award the Executive an annual bonus equal to at least
seventy-five percent (75%) of the average amount of the annualized bonus paid to the
Executive for the last two (2) full years;




     (e) the Executive is excluded from participation in any employee benefit or
short-term incentive plan or program or his benefits under such plans or programs
are materially reduced in violation of Section 4.1 or any other provision of
this Agreement;




     (f) the Company fails to pay the Executive any deferred payments that have
become payable under the Deferred Compensation Plan;



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     (g) the Company fails to reimburse the Executive for business expenses properly
incurred in accordance with the Company’s policies, procedures or practices;




     (h) the Company fails to obtain a written agreement from any assignee of the
Company to assume the Company’s obligations under this Agreement, the
Indemnification Agreement and any and all stock option and restricted stock
agreements between the Executive and the Company (or a substantially equivalent
replacement for such stock option and restricted stock agreements) upon an
assignment of this Agreement in a sale of assets constituting a Change in Control;




     (i) at any time during the first five (5) years of the Executive’s employment
by the Company, the Company elects or appoints any individual other than Craig H.
Neilsen or the Executive as Chief Executive Officer of the Company;




     (j) the Company fails to elect or appoint the Executive as Chief Executive
Officer of the Company within five (5) years of the commencement of the Executive’s
employment by the Company; or




     (k) a material breach by the Company of its obligations under this Agreement,
the Indemnification Agreement or any written plan documents or agreements of the
Company defining stock option rights, restricted stock rights or employee benefit
plan rights of the Executive.




If the Company disputes the existence of Good Reason, the Company shall have the
burden of proving the absence of Good Reason.




     1.15 “Indemnification Agreement” shall mean that certain Indemnification Agreement of
even date herewith by and between the Company and the Executive.




     1.16 “Person” shall mean any individual, firm, partnership, association, trust,
company, corporation, limited liability company or other entity.




     1.17 “Restricted Area” shall mean the areas within a fifty (50)-mile radius of any
specifically identified location at which the Company or one of its Affiliates operates a
casino, or has publicly announced in good faith an intention to operate a casino, on the
date of termination or expiration of the Executive’s employment;
provided, however, that (i)
if the Company or one of its Affiliates operates a casino, or has publicly announced in good
faith an intention to operate a casino, in the Las Vegas Strip and/or Las Vegas downtown
market areas but not in the Las Vegas “locals” market area, then the Restricted Area in
respect of such casino or casinos shall be applicable only to Las Vegas Strip and Las Vegas
downtown market area casinos, and (ii) if the Company or one of its Affiliates operates a
casino, or has publicly announced in good faith an intention to operate a casino, in the Las
Vegas “locals” market area but not in the Las Vegas Strip and/or Las



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Vegas downtown market areas, then the Restricted Area in respect of such casino or
casinos shall be applicable only to Las Vegas “locals” market area casinos.




     1.18 “Restriction Period” shall mean the period ending twelve (12) months after the
termination or expiration of the Term of Employment, regardless of the reason for such
termination or expiration.




     1.19 “Term of Employment” shall mean the period specified in Section 2.2.



     2. TERM OF EMPLOYMENT, POSITION AND RESPONSIBILITIES.




     2.1 Employment Accepted; Gaming Compliance Program Investigation.




     (a) The Company hereby employs the Executive, and the Executive hereby accepts
employment with the Company, for the Term of Employment, in the position and with
the duties and responsibilities set forth in Section 2.3, and upon such
other terms and subject to such other conditions as are stated in this Agreement.




     (b) The Company acknowledges and agrees that, as required by the Company’s
Gaming Compliance Program, the Company has completed a personal background
investigation of the Executive to the satisfaction of the Company.




     2.2 Term of Employment. The initial Term of Employment shall commence on August
31, 2006, and unless earlier terminated pursuant to the provisions of this Agreement, the
initial Term of Employment shall terminate at the close of business on August 30, 2007;
provided, however, that the initial Term of Employment shall thereafter automatically be
extended for successive one-year terms, unless either Party gives written notice of
termination in accordance with Section 14 not less than sixty (60) days prior to the
expiration of the then-current Term of Employment. In the event that such notice is given,
the Executive’s employment shall terminate at the close of business on the last day of
then-current Term of Employment and in that event that date shall be the Executive’s last
day of employment.




     2.3 Title and Responsibilities.




     (a) During the Term of Employment, the Executive shall be employed as President
of the Company and will perform such other duties and services as, from time to
time, are reasonably required by the Company’s Chairman and Chief Executive Officer
or Board. The Executive shall be responsible for supervision of the operations,
finance, food and beverage, marketing, information technology, administration,
entertainment, communications and human resources functions for the Company, and the
Executive shall share responsibility with other executives of the Company for the
supervision of the procurement function for the Company. The Executive shall be
elected by the Board as a corporate executive officer of the



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Company at all times during the Term of Employment. The Executive will report
directly to the Chairman and Chief Executive Officer of the Company. During the
Term of Employment, the Company will not reduce the title or responsibilities of the
Executive in any material respect.




     (b) During the Term of Employment, the Executive shall devote substantially all
of his business time and attention to the business and affairs of the Company and
its subsidiaries and Affiliates and shall use his best efforts, skills and abilities
to promote the Company’s interests. Notwithstanding the foregoing, the Executive
shall not be precluded from engaging in charitable and community affairs and
managing his personal investments, as long as such activities do not materially
detract from the Executive’s performance of his duties under this Agreement. The
Executive may serve as a member of the board of directors (or the equivalent) of
corporations and other entities, subject to the approval of the Board.



     3. COMPENSATION.




     3.1 Base Salary. During the Term of Employment, the Executive shall be
entitled to receive a base salary (the “Base Salary”), payable in monthly or more frequent
installments as shall be established by the Company as its normal payroll practice from time
to time or as required by applicable law, at an annualized rate of no less than Seven
Hundred Thirty Thousand Dollars and 00/100 ($730,000.00), subject to reduction for any and
all applicable federal, state and local withholding, social security and unemployment taxes.
Such Base Salary shall be reviewed annually as of the end of each calendar year, commencing
with the year ending December 31, 2006, for possible increase (but not decrease) in the
discretion of the Compensation Committee. In conducting any such annual review, the
Compensation Committee shall consider any change in the Executive’s responsibilities, the
performance of the Executive, the financial performance of the Company and other factors
deemed pertinent by the Compensation Committee. Such increased Base Salary shall then
constitute the Executive’s “Base Salary” for purposes of this Agreement.




     3.2 Annual Bonus. The Executive will be entitled to receive an annual cash
bonus (the “Annual Bonus”) pursuant to the Company’s Annual Bonus Program for Corporate
Senior Management or other senior management bonus program in effect from time to time as
adopted by the Compensation Committee. The Executive’s target Annual Bonus for the year
ending December 31, 2006 will be equal to one-hundred percent (100%) of the Executive’s
weighted average Base Salary. The actual Annual Bonus awarded will range from zero to
two-hundred percent (200%) of the Executive’s weighted average Base Salary and will depend
upon the Company’s financial performance, the Executive’s merit performance and such other
factors as the Compensation Committee may determine. The Annual Bonus for 2006 will be
based upon the actual amount of the Executive’s Base Salary earned in 2006.



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     3.3 Deferred Compensation. The Executive shall be eligible to participate in
the Company’s Deferred Compensation Plan pursuant to the terms of that plan.




     3.4 Grant of Stock Options. The Executive shall be granted non-qualified stock
options exercisable for Four Hundred Twenty Thousand (420,000) shares of the Company’s
Common Stock pursuant to the Company’s Amended and Restated 1999 Stock Incentive Plan (the
“Stock Incentive Plan”). These options will: (1) be made subject to a separate stock
option agreement in the form previously delivered to the Executive, the terms of which will
govern the stock options; (2) be granted on July 28, 2006 (the “Grant Date”); (3) vest, as
to one-half (1/2) of the options (i.e., options exercisable for 210,000 shares), at the rate
of twenty percent (20%) per year beginning on the day immediately preceding the first
anniversary of the Executive’s first day of employment, and vest, as to one-half (1/2) of
the options (i.e., options exercisable for 210,000 shares) (the “Three-Year Options”), at
the rate of one-third (1/3) each of January 1, 2007, January 1, 2008 and January 1, 2009;
(4) be exercisable for seven (7) years from the Grant Date, subject to earlier termination
in certain circumstances in accordance with the terms of the Plan and the stock option
agreement; and (5) have an exercise price of $18.585 per share, which is the Fair Market
Value Per Share (as defined in the Stock Incentive Plan) of the Company’s Common Stock on
the Grant Date. In addition to the above-described stock option grant, commencing in
December 2006, the Executive will be eligible to participate in the Company’s annual stock
option grant program in effect from time to time. Currently, annual stock option grants are
based on the Executive’s position, salary level, merit bonus grade and other factors. The
amount of the annual stock option grant for 2006 will be subject to reduction by two-thirds
(2/3) based on the date the Executive’s employment commences in accordance with the terms of
the annual stock option grant program.




     3.5 Grant of Restricted Stock. The Executive shall be granted 95,876
restricted shares of the Company’s Common Stock pursuant to the Stock Incentive Plan. These shares will: (1) be made subject to a separate restricted stock agreement in the form
previously delivered to the Executive, the terms of which will govern the restricted shares;
(2) be granted on the Grant Date; and (3) vest at the rate of one-third (1/3) each on
January 1, 2007, January 1, 2008 and January 1, 2009. The restricted stock agreement will
provide that the shares will be issued in the Executive’s name or in the name of the
Executive’s family trust or other permitted assignee solely for the Executive’s estate
planning purposes, and held by the Company on behalf of the Executive or his permitted
assignee until the respective shares vest, and that if any dividends are declared by the
Company on its Common Stock, such dividends with respect to the restricted shares that are
not vested on the record date for the dividend will be reinvested on the record date, based
on the Fair Market Value Per Share of the Common Stock on such date, in additional
restricted shares having the same vesting date as the restricted shares to which the
dividend is applicable.



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     3.6 Sign-on Bonus. The Company will pay the Executive a one-time “sign-on”
bonus of $328,125, subject to reduction for any and all applicable federal, state and local
withholding, social security and unemployment taxes. This bonus shall be paid within seven
(7) days following the Executive’s commencement of employment. This bonus is not eligible
for deferral under the Deferred Compensation Plan.



     4. EMPLOYEE BENEFIT PROGRAMS.




     4.1 Pension and Welfare Benefit Plans. In addition to the benefits provided
for in Sections 3.3, 3.4 and 3.5, during the Term of Employment, the Executive shall
be entitled to participate in all employee benefit plans and programs made available to
similarly situated senior executive management personnel of the Company generally, as such
programs may be in effect from time to time, including, without limitation, pension and
other retirement plans, profit sharing plans, group life insurance, group health insurance,
group health supplemental insurance coverage through the Company’s Exec-U-Care medical plan
or a substitute plan, accidental death and dismemberment insurance, long-term disability,
sick leave (including salary continuation arrangements), vacations, paid time off, holidays
and other employee benefit programs, as such plans and programs are exclusively described in
written plan and program documents, subject to the eligibility criteria, rules, plan
provisions and regulations applicable to such plans and programs and to the provisions of
ERISA and the Code. Nothing contained herein shall be construed as negating or limiting the
ability of the Company to amend, modify or terminate any employee benefit programs or plans,
in its sole discretion. The Executive’s wage income subject to income taxation will include
certain imputed amounts in respect of the life insurance benefits and primary group health
plan benefits provided by the Company without cost to the Executive, but the Executive will
not be required to contribute to the cost of these programs except as set forth in the last
sentence of this Section. Until the first day of the calendar month following ninety (90)
days of continuous employment of the Executive by the Company (the “initial health plan
period”), the amount of imputed income in respect of the primary group health plan benefits
will be measured by the fair market value of these benefits (the “FMV amount”); thereafter,
the amount of imputed income in respect of these benefits will be measured by the premium
contribution that otherwise would be due from the Executive under the provisions of the plan
but for the Company’s waiver of the Executive’s contribution requirements (the “base premium
amount”). The gross amount of each payroll installment in respect of any portion of the
initial health plan period will be increased by an amount equal to (i)(A) the excess of the
FMV amount for the period covered by the payroll installment over (B) the base premium
amount for the period covered by the payroll installment (ii) multiplied by an assumed rate
of income taxation (as determined by the Company and applied on a uniform basis to similarly
situated personnel). The Executive will be responsible for making payment through payroll
deduction of premiums for group long-term disability coverage if the Executive elects to
enroll for such coverage; provided, however, that in such event, the



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gross amount of each payroll installment received by the Executive will be increased by
an amount equal to any long-term disability premium deducted from such installment.




     4.2 Responsibility for Tax Liabilities. Except as may otherwise be expressly
provided in this Agreement, the Company shall not be responsible in any way for any income
or other tax liabilities of the Executive due in connection with the receipt by the
Executive of any compensation, benefits or perquisites from the Company.



     5. BUSINESS EXPENSE REIMBURSEMENT AND PERQUISITES.




     5.1 Expense Reimbursement. During the Term of Employment, the Executive shall
be entitled to receive reimbursement by the Company for all reasonable out-of-pocket
expenses incurred by him in performing services under this Agreement, including any
relocation expenses in accordance with Company policies, subject to providing the proper
documentation of such expenses and to Company policies in effect from time to time with
respect thereto.




     5.2 Perquisites. During the Term of Employment, the Executive shall also be
entitled to the Company’s perquisites provided to senior executive management personnel of
the Company generally, in accordance with the written terms and provisions of the documents
exclusively defining applicable policies as in effect from time to time, including, without
limitation:




     (a) the Executive will receive complimentary hotel, food and beverage
privileges for business and personal use at the properties operated by the Company’s
subsidiaries, including for the benefit of guests of the Executive whether or not
the Executive is present; and




     (b) the Executive will be eligible for complimentary use of the Company’s
leased condominiums in Sun Valley, Idaho, for so long as the Company leases such
condominiums.



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     6. TERMINATION OF EMPLOYMENT.




     6.1 Termination Due to Death or Disability. The Executive’s employment shall
be terminated immediately in the event of his death or Disability; provided, however, that
no termination on account of the Executive’s Disability will occur to the extent that the
Disability is protected by the provisions of applicable federal, state or local law. In the
event of a termination due to the Executive’s death or Disability, the Executive or his
beneficiary designated pursuant to Section 16, or if none, his estate, shall be
entitled, in consideration of the Executive’s obligations under Section 10 and in
lieu of any other compensation whatsoever, to:




     (a) earned but unpaid Base Salary at the time of his death or Disability;




     (b) any Annual Bonus earned pursuant to Section 3.2, in respect of
employment during the entire calendar year preceding the calendar year in which
death or Disability occurs, but not yet paid;




     (c) reimbursement for expenses incurred but not paid prior to such termination
of employment pursuant to Section 5.1;




     (d) an amount equal to any accrued but unused vacation or other paid time off
as of the termination of employment;




     (e) such rights to other benefits as may be provided in applicable written plan
documents and agreements of the Company, including, without limitation, documents
and agreements defining stock option rights, restricted stock rights and applicable
employee benefit plans and programs, according to the terms and conditions of such
documents and agreements; and




     (f) any and all amounts owed by the Company under Sections 6.1(a), 6.1(b),
6.1(c) and 6.1(d) shall be paid by the Company within fifteen (15) days of the
date of termination of employment. Any and all amounts owed by the Company under
Section 6.1(e) shall be paid at the later of sixty (60) days following the
date of termination or the date(s) specified in the applicable written plan
documents or agreements.




     6.2 Termination by the Company for Cause. The Company may terminate the
Executive’s employment for Cause at any time during the Term of Employment by giving written
notice to the Executive that the Company intends to terminate his employment for Cause and
setting forth the basis of the Cause with reasonable specificity. In the event of a
termination for Cause, the Executive shall be entitled, in consideration of the Executive’s
obligations under Section 10 and in lieu of any other compensation whatsoever, to:



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     (a) earned but unpaid Base Salary through the date of termination of
employment;




     (b) any Annual Bonus earned pursuant to Section 3.2, in respect of
employment during the entire calendar year preceding the calendar year in which
termination occurs, but not yet paid;




     (c) reimbursement for expenses incurred but not paid prior to such termination
of employment pursuant to Section 5.1;




     (d) an amount equal to any accrued but unused vacation or other paid time off
as of the termination of employment;




     (e) such rights to other benefits as may be provided in applicable written plan
documents and agreements of the Company, including, without
limitation, documents and agreements defining stock option rights, restricted
stock rights and applicable employee benefit plans and programs, according to the
terms and conditions of such documents and agreements; and




     (f) any and all amounts owed by the Company under Sections 6.2(a), 6.2(b),
6.2(c) and 6.2(d) shall be paid by the Company within fifteen (15) days of the
date of termination of employment. Any and all amounts owed by the Company under
Section 6.2(e) shall be paid at the later of sixty (60) days following the
date of termination or the date(s) specified in the applicable written plan
documents or agreements.




No termination for Cause and nothing in this Agreement shall waive or be deemed to waive any
rights or claims or remedies as may be available to the Company arising out of the facts
giving rise to such termination for Cause.




     6.3 Termination by the Executive Without Good Reason. The Executive may
terminate his employment without Good Reason on his own initiative for any reason or no
reason upon thirty (30) days’ prior written notice to the Company. Such termination shall
have the same consequences as a termination by the Company for Cause under Section
6.2.




     6.4 Termination by the Executive for Good Reason. Notwithstanding any other
provision of this Agreement, the Executive may terminate his employment hereunder at any
time during the Term of Employment for Good Reason by giving thirty (30) days’ prior written
notice to the Company that the Executive intends to terminate his employment for Good Reason
and setting forth the basis of the Good Reason with reasonable specificity. In the event of
a termination by the Executive for Good Reason, the Executive shall be entitled, in
consideration of the Executive’s



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obligations under Section 10 and in lieu of any
other compensation and benefits whatsoever, to:




     (a) an amount equal to two (2) times the Executive’s annual Base Salary at the
rate in effect at the time of his termination, which shall be paid out in equal
installments over twenty-four (24) months from the date of termination at the same
frequency as the Company’s regular payroll payments;




     (b) earned but unpaid Base Salary through the date of termination of
employment;




     (c) any Annual Bonus earned pursuant to Section 3.2, in respect of
employment during the entire calendar year preceding the calendar year in which
termination occurs, but not yet paid;




     (d) reimbursement for expenses incurred but not paid prior to such termination
of employment pursuant to Section 5.1;




     (e) an amount equal to any accrued but unused vacation or other paid time off
as of the termination of employment;




     (f) such rights to other benefits as may be provided in applicable written plan
documents and agreements of the Company, including, without limitation, documents
and agreements defining stock option rights, restricted stock rights and applicable
employee benefit plans and programs, according to the terms and conditions of such
documents and agreements;




     (g) continuation of the Company’s group health insurance (including Exec-U-Care
or substitute benefits) for the Executive and his eligible dependents, at the
Company’s expense, for eighteen (18) months after the termination of employment or,
at the Company’s option, payment to the Executive of the economic equivalent
thereof, which shall constitute the provision of COBRA benefits to the Executive;
and




     (h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c),
6.4(d) and 6.4(e) shall be paid by the Company within fifteen (15) days of the
date of termination of employment. Any and all amounts owed by the Company under
Sections 6.4(f) and 6.4(g) shall be paid at the later of sixty (60) days
following the date of termination or the date(s) specified in the applicable written
plan documents or agreements.




In the event of a termination by the Executive for Good Reason, in addition to the other
amounts, rights and benefits provided in this Section 6.4, (i) the outstanding
Three-Year Options shall continue to vest in accordance with their scheduled vesting during
the two (2)-year period commencing on the date of termination and (ii) the Executive shall
have



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the right to exercise any or all of the vested Three-Year Options at any time during
the two (2)-year period commencing on the date of termination; provided, however, that in
the event of a termination by the Executive for Good Reason as a result of an event
specified in subparagraph (i) or (j) of Section 1.14, in addition to the other
amounts, rights and benefits provided in this Section 6.4, (i) all then-unvested
outstanding stock options granted to the Executive pursuant to the first sentence of
Section 3.4 and all then-unvested outstanding restricted shares granted to the
Executive pursuant to Section 3.5 shall immediately vest on the date of termination,
(ii) any other outstanding stock options or restricted shares that were previously granted
to the Executive (including annual stock option grants) shall continue to vest in accordance
with their scheduled vesting during the two (2)-year period commencing on the date of
termination, (iii) the Executive shall have the right to exercise any or all of the
Executive’s vested stock options at any time during the two (2)-year period commencing on
the date of termination and (iv) if the date of termination is after June 30 of any calendar
year (other than 2006), the Executive will be entitled to receive an Annual Bonus in respect
of the calendar year in which termination occurs pursuant to the Company’s Annual Bonus
Program for Corporate Senior Management, the amount of which will be prorated based on the
number of days that the Executive was employed by the Company during such year. Such Annual
Bonus shall be
payable at the time that annual cash bonuses are paid to the other participants in the
Annual Bonus Program for Corporate Senior Management in respect for that year and shall be
calculated in the same manner as the annual cash bonuses for the other members of senior
management, based on the assumption that the Executive had received a merit performance
grade of “A” for such year.




     6.5 Termination by the Company Without Cause. Notwithstanding any other
provision of this Agreement, the Company may terminate the Executive’s employment without
Cause, other than due to death or Disability, at any time during the Term of Employment by
giving written notice to the Executive that the Company intends to terminate his employment
without Cause. In the event that the Company terminates the Executive’s employment without
Cause, the Executive shall be entitled, in consideration of the Executive’s obligations
under Section 10 and in lieu of any other compensation and benefits whatsoever, to:




     (a) a payment amount equal to two (2) times the Executive’s annual Base Salary,
at the rate in effect at the time of his termination, which shall be paid out in
equal installments over twenty-four (24) months from the date of termination at the
same frequency as the Company’s regular payroll payments;




     (b) earned but unpaid Base Salary through the date of termination of
employment;




     (c) any Annual Bonus earned pursuant to Section 3.2, in respect of
employment during the entire calendar year preceding the calendar year in which
termination occurs, but not yet paid;



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     (d) reimbursement for expenses incurred but not paid prior to such termination
of employment pursuant to Section 5.1;




     (e) an amount equal to any accrued but unused vacation or other paid time off
as of the termination of employment;




     (f) such rights to other benefits as may be provided in applicable written plan
documents and agreements of the Company, including, without limitation, documents
and agreements defining stock option rights, restricted stock rights and applicable
employee benefit plans and programs, according to the terms and conditions of such
documents and agreements;




     (g) continuation of the Company’s group health insurance (including
Exec-U-Care or substitute benefits) for the Executive and his eligible dependents,
at the Company’s expense, for eighteen (18) months after the termination of
employment or, at the Company’s option, payment to the Executive of the
economic equivalent thereof, which shall constitute the provision of COBRA
benefits to the Executive; and




     (h) any and all amounts owed by the Company under Sections 6.5(b), 6.5(c),
6.5(d) and 6.5(e) shall be paid by the Company within fifteen (15) days of the
date of termination of employment. Any and all amounts owed by the Company under
Sections 6.5(f) and 6.5(g) shall be paid at the later of sixty (60) days
following the date of termination or the date(s) specified in the applicable written
plan documents or agreements.




In the event that the Company terminates the Executive’s employment without Cause, in
addition to the other amounts, rights and benefits provided in this Section 6.5, (i)
the outstanding Three-Year Options shall continue to vest in accordance with their scheduled
vesting during the two (2)-year period commencing on the date of termination and (ii) the
Executive shall have the right to exercise any or all of the vested Three-Year Options at
any time during the two (2)-year period commencing on the date of termination.




     6.6 Termination Due to Expiration of the Term of Employment. If either Party
elects not to extend the initial Term of Employment or any successive Term of Employment,
the Executive shall not be entitled to any additional compensation after the expiration
thereof except as may be expressly provided for herein, but such termination of employment
shall not otherwise affect accrued but unpaid compensation or benefits provided under this
Agreement or pursuant to any Company plan or program. Notwithstanding the foregoing, if the
Company elects not to extend the initial Term of Employment or any successive Term of
Employment, such election shall have the same consequences as a termination of the
Executive’s employment without Cause, effective as of the last day of the then current Term
of Employment, unless the Executive’s employment is otherwise terminated prior to the last
day of the then current Term of Employment, in which case the consequences of such
termination of employment shall be



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dependent upon the basis for such termination of
employment as provided in this Agreement.



     7. CHANGE IN CONTROL.




     7.1 Change in Control Payment. Immediately upon a Change in Control, in
addition to any other compensation or benefits payable pursuant to this Agreement or
otherwise, the Executive shall be entitled to a payment in cash equal to two (2) times his
annual Base Salary, without regard to continued employment or termination thereof under this
Agreement. Unless otherwise expressly provided for in this Agreement, the Executive’s
rights in the event of a Change in Control to benefits under programs, plans and policies of
the Company shall be determined according to the written terms and provisions of documents
exclusively defining such programs, plans and policies.




     7.2 Termination by the Company Without Cause or by the Executive for Good Reason
After a Change in Control. If within twelve (12) months following a Change in
Control, the Executive’s employment is terminated by the Company without Cause or by
the Executive for Good Reason, the Executive shall be entitled, in addition to any payment
paid or payable pursuant to Section 7.1, but in lieu of any other compensation and
benefits whatsoever (including but not limited to the compensation and benefits pursuant to
Sections 6.4 and 6.5), to:




     (a) an amount equal to one (1) times the Executive’s annual Base Salary at the
rate in effect at the time (i) of his termination or (ii) immediately preceding the
Change in Control, whichever is greater, which shall be paid out in equal
installments over twelve (12) months from the date of termination at the same
frequency as the Company’s regular payroll payments;




     (b) earned but unpaid Base Salary through the date of termination of
employment;




     (c) any Annual Bonus earned pursuant to Section 3.2, in respect of
employment during the entire calendar year preceding the calendar year in which
termination occurs, but not yet paid;




     (d) reimbursement for expenses incurred but not paid prior to such termination
of employment pursuant to Section 5.1;




     (e) an amount equal to any accrued but unused vacation or other paid time off
as of the termination of employment;




     (f) such rights to other benefits as may be provided in applicable written plan
documents and agreements of the Company, including, without limitation, documents
and agreements defining stock option rights, restricted



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stock rights and applicable
employee benefit plans and programs, according to the terms and conditions of such
documents and agreements;




     (g) continuation of the Company’s group health insurance (including Exec-U-Care
or substitute benefits) for the Executive and his eligible dependents, at the
Company’s expense, for eighteen (18) months after the termination of employment or,
at the Company’s option, payment to the Executive of the economic equivalent
thereof, which shall constitute the provision of COBRA benefits to the Executive;
and




     (h) any and all amounts owed by the Company under Sections 7.2(b), 7.2(c),
7.2(d) and 7.2(e) shall be paid by the Company within fifteen (15) days of the
date of termination of employment. Any and all amounts owed by the Company under
Sections 7.2(f) and 7.2(g) shall be paid at the later of sixty (60) days
following the date of termination or the date(s) specified in the applicable written
plan documents or agreements.




     7.3 Termination for Other Reasons After a Change in Control. If the
Executive’s employment is terminated after a Change in Control for any reason not otherwise
provided for in this Section 7 (including without limitation a termination by the
Company without Cause or a termination by the Executive for Good Reason more than twelve
(12) months following the Change in Control), his rights shall be determined in accordance
with the applicable subsection of Section 6.



     8. CONDITIONS TO PAYMENTS UPON TERMINATION.




     8.1 Timing of Payments. Unless otherwise provided herein, any payments to
which the Executive shall be entitled under Sections 6 and 7 shall be payable upon
the satisfaction of the conditions set forth in this Agreement.




     8.2 No Mitigation; No Offset. In the event of any termination of the
Executive’s employment under Section 6 or 7, the Executive shall be under no
obligation to seek other employment, and there shall not be offset against amounts due to
the Executive any remuneration attributable to any subsequent employment that the Executive
may obtain. Notwithstanding any contrary provision contained herein, in the event of any
termination of employment of the Executive, the exclusive remedies available to the
Executive shall be the amounts due under Section 6 or 7, which are in the nature of
liquidated damages, and are not in the nature of a penalty. The provisions of this
Section 8.2 shall survive the expiration or earlier termination of this Agreement.




     8.3 Compliance with the Agreement. No payments or benefits payable to the
Executive upon the termination of his employment pursuant to Section 6 or 7 shall be
made to the Executive if he fails to comply with all of the terms and conditions of this



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Agreement, including, without limitation, any provisions requiring the Executive to pay any
amounts to the Company and Sections 10 and 11.




     8.4 Payments upon Termination Conditioned on Release of Claims. Any payments
to the Executive under Section 6 or 7 shall be subject to the condition that the
Executive accepts and executes, without subsequent revocation, a release of claims
substantially in the form attached hereto as Exhibit A.




     8.5 Continuing Obligations of the Executive. No act or omission by the
Executive in breach of this Agreement shall be deemed to permit the Executive to forego or
waive such payments in order to avoid his obligations under Section 10 or 11.



     9. SPECIAL REIMBURSEMENT.




     9.1 Gross-Up Payment. If any payment or benefit paid or payable, or received
or to be received, by or on behalf of the Executive in connection with a Change in Control
pursuant to Section 7.1 or the termination of the Executive’s employment pursuant to
Section 7.2, whether any such payments or benefits are pursuant to the terms of this
Agreement or any other plan, arrangement or agreement with the Company, any Affiliate
of the Company, any Person, or otherwise (the “Total Payments”), will or would be
subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the
Company shall pay to the Executive an additional amount (the “Gross-Up Payment”) such that,
after payment by the Executive of all taxes (including any interest or penalties imposed
with respect to such taxes) imposed upon or in respect of the Gross-Up Payment, including,
without limitation, any income taxes (and any interest and penalties imposed with respect
thereto) and any Excise Tax imposed thereon, the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Total Payments.




     9.2 Determination of Excise Tax Liability. For purposes of determining whether
any of the Total Payments will be subject to the Excise Tax and the amount of such Excise
Tax, the Total Payments shall be treated as “parachute payments” within the meaning of
Section 280G(b)(2) of the Code, and all “excess parachute payments” within the meaning of
Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless it is
reasonably determined by tax counsel or another professional adviser selected by the Company
(which determination shall be provided to the Executive) that (i) such Total Payments (in
whole or in part) do not constitute parachute payments, including (without limitation) by
reason of Section 280G(b)(4)(A) of the Code, (ii) such excess parachute payments (in whole
or in part) represent reasonable compensation for services actually rendered, within the
meaning of Section 280G(b)(4)(B) of the Code or (iii) such Total Payments (in whole or in
part) are not otherwise subject to the Excise Tax.




     9.3 Repayment Obligation. In the event that the Excise Tax is subsequently
determined to be less than the amount taken into account hereunder, the Executive shall



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repay to the Company, at the time that the amount of such reduction in Excise Tax is finally
determined, the portion of the Gross-Up Payment attributable to such reduction plus interest
on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code.
In the event that the Excise Tax is determined to exceed the amount taken into account
hereunder as of either the date of the Change in Control or the date of actual payment,
whichever is applicable (including by reason of any payment the existence or amount of which
cannot be determined at the time of the initial Gross-Up Payment), the Company shall make an
additional Gross-Up Payment in accordance with Section 9.1 in respect of such excess
Excise Tax (plus any interest, penalties or additions payable by the Executive with respect
to such excess Excise Tax) at the time that the amount of such excess Excise Tax is finally
determined. The Executive and the Company shall each reasonably cooperate with each other
in connection with any administrative or judicial proceedings concerning the existence or
amount of any such subsequent liability for Excise Tax with respect to the Total Payments.



     10. COVENANT NOT TO ENGAGE IN CERTAIN ACTS.




     10.1 General. The Parties understand and agree that the purpose of the
restrictions contained in this Section 10 is to protect the goodwill and other
legitimate
business interests of the Company, and that the Company would not have entered into
this Agreement in the absence of such restrictions. The Executive acknowledges and agrees
that the restrictions are reasonable and do not, and will not, unduly impair his ability to
make a living after the termination of his employment by the Company. The provisions of
this Section 10 shall survive the expiration or earlier termination of this
Agreement.




     10.2 Non-Assistance; Non-Diversion. In consideration for this Agreement to
employ the Executive and the other valuable consideration provided hereunder, the Executive
agrees and covenants that during the Term of Employment and during the Restriction Period,
except when acting on behalf of the Company or on behalf of any Affiliate of the Company,
the Executive shall not, directly or indirectly, for himself or any third party, or alone or
as a member of a partnership or limited liability company, or as an officer, director,
stockholder, member or otherwise, engage in the following acts:




     (a) divert or attempt to divert any existing business of the Company or any
Affiliate of the Company;




     (b) accept any position or affiliation or assignment with, or render any
services (whether as an independent contractor or employee) on behalf of, any
Competing Business within the Restricted Area;




     (c) accept any position or affiliation or assignment or render any services
(whether as an independent contractor or employee) within the corporate, divisional
or regional headquarters or corporate, divisional or regional



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management group of
any Competing Business whose operations and properties include one or more casinos
within the Restricted Area; or




     (d) hire or retain any employee of the Company or any Affiliate of the Company
to provide services for any other Person, or induce, solicit, attempt to solicit,
encourage, divert, cause or attempt to cause any employee or prospective employee of
the Company or any Affiliate of the Company to (i) terminate or leave such
employment or (ii) accept employment with anyone other than the Company or an
Affiliate of the Company.




     10.3 Cessation/Reimbursement of Payments. If the Executive violates any
provision of this Section 10, the Company may, upon giving written notice to the
Executive, immediately cease all payments and benefits that it may be providing to the
Executive pursuant to Section 3, Section 4, Section 6 and
Section 7.2, and the Executive shall be required to reimburse the Company for any
payments received from, and the cash value of any benefits provided by, the Company between
the first day of the violation and the date such notice is given; provided, however, that
the foregoing shall be in addition to such other remedies as may be available to the Company
and shall not be deemed to permit the Executive to forego or waive such payments in order to
avoid his obligations
under this Section 10; and provided, further, that any release of claims by the
Executive pursuant to Section 8.4 shall continue in effect.




     10.4 Survival. The Executive agrees that the provisions of this Section
10 shall survive the termination of this Agreement and the termination of the
Executive’s employment.



     11. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY.




     11.1 Confidential Information. The Executive understands and acknowledges that
Confidential Information constitutes a valuable asset of the Company and its Affiliates and
may not be converted to the Executive’s own or any third party’s use. Accordingly, the
Executive hereby agrees to comply with the terms of the Company’s Confidentiality and
Non-Disclosure Agreement as in effect from time to time, the current version of which has
been delivered to the Executive.




     11.2 Company Property. All Company Property is and shall remain exclusively
the property of the Company. Unless authorized in writing to the contrary, the Executive
shall promptly, and without charge, deliver to the Company on the termination of employment
hereunder, or at any other time the Company may so request, all Company Property that the
Executive may then possess or have under control.




     11.3 Prohibition on Insider Trading; Communications with the Investment
Community. The Executive hereby agrees to comply with and be bound by the Company’s
Insider Trading Policy and Guidelines for Public Disclosures and



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Communications with the
Investment Community, each as in effect from time to time, the current versions of which
have been delivered to the Executive.




     11.4 Survival. The Executive agrees that the provisions of this Section
11 shall survive the termination of this Agreement and the termination of the
Executive’s employment.



     12. MUTUAL ARBITRATION AGREEMENT.




     12.1 Arbitrable Claims. All disputes between the Executive (and his attorneys,
successors, and assigns) and the Company (and its trustees, beneficiaries, officers,
directors, members, managers, Affiliates, employees, agents, successors, attorneys, and
assigns) relating in any manner whatsoever to the employment of or termination of employment
of the Executive, including, without limitation, all disputes arising under this Agreement
(“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this
Section 12, except for claims set forth in Section 12.4 (the “Mutual
Arbitration Agreement”). Arbitrable Claims shall include, but are not limited to: claims
brought under Title VII of the Civil Rights Acts of 1964, the Civil Rights Act of 1991, the
Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection
Act), the Americans with Disabilities Act, the Fair Labor Standards Act, the
Equal Pay Act, the Family and Medical Leave Act, ERISA, the Nevada Fair Employment
Practices Act (NRS 613.010 et seq.), any state statutory wage claim under Chapter 608 of the
Nevada Revised Statutes, or any other applicable federal, state or local labor or fair
employment law, all as amended from time to time; claims for compensation; claims for breach
of any contract or covenant (express or implied); tort claims of all kinds; and all claims
based on any federal, state, or local law, statute or regulation. Arbitration shall be
final and binding upon the parties and shall be the exclusive remedy for all Arbitrable
Claims. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN
REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 12.4.




     12.2 Procedure. Arbitration of Arbitrable Claims shall be in accordance with
the National Rules for the Resolution of Employment Disputes of the American Arbitration
Association, as amended, and as augmented in this Agreement. Either Party may bring an
action in court to compel arbitration under this Agreement and to enforce an arbitration
award. Otherwise, neither Party shall initiate or prosecute any court action in any way
related to an Arbitrable Claim. All arbitration hearings under this Agreement shall be
conducted in Las Vegas, Nevada. Unless otherwise required by law or as may be required to
uphold the enforceability of this Mutual Arbitration Agreement, the fees and costs of the
arbitrator and of the American Arbitration Association shall be divided equally between the
Parties. Each Party shall bear its own attorneys’ fees, and attorneys’ fees shall not be
awarded to a prevailing Party.




     12.3 Confidentiality. All proceedings and all documents prepared in
connection with any Arbitrable Claim shall be confidential and, unless otherwise required



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by law, the subject matter and content thereof shall not be disclosed to any Person other than
the parties to the proceedings, their counsel, witnesses and experts, the arbitrator and, if
involved, the court and court staff.




     12.4 Applicability. This Section 12 shall apply to all disputes under
this Agreement other than disputes relating to the enforcement of the Company’s rights under
Sections 10 and 11 of this Agreement and the Company’s right to seek injunctive
relief as provided in Section 15.




     12.5  Acknowledgment. The Executive acknowledges that he:




     (a) has carefully read this Section 12;




     (b) understands its terms and conditions; and




     (c) has entered into this Mutual Arbitration Agreement voluntarily and not in
reliance on any promises or representations made by the Company other than those
contained in this Mutual Arbitration Agreement.



     13. CONFIDENTIALITY OF PREVIOUS EMPLOYERS’ INFORMATION. The Company acknowledges that the
Executive may have had access to confidential and proprietary information of his previous
employer(s) and that the Executive may be obligated to maintain the confidentiality of such
information, not use such information or not to provide certain services to the Company, in each
case pursuant to applicable law or any contractual relationship between the Executive and a
previous employer. The Company hereby instructs the Executive as follows: (1) the Executive shall
not disclose any such confidential or proprietary information to the Company or any of its
Affiliates, (2) the Executive shall not use any such confidential or proprietary information in
connection with his employment with the Company, and (3) the Executive shall not perform any
services for the benefit of the Company that would cause the Executive to be in breach of his
obligations owed to any previous employer or other third party. If the Company requests Executive
to provide any such services or to disclose any such information, the Executive will advise the
Company that he is prohibited from doing so. The Executive agrees to indemnify, defend and hold
the Company and its Affiliates harmless from and against any claims, losses or liabilities
(including reasonable attorneys’ fees) incurred by the Company or any of its Affiliates as a result
of any breach by Executive of this Section 13.



     14. NOTICES. All notices, demands and requests required or permitted to be given to either
Party under this Agreement shall be in writing and shall be deemed to have been given when
delivered personally or sent by certified or registered mail, postage prepaid, return receipt
requested, duly addressed to the Party concerned at the address indicated below or to such changed
address as such Party may subsequently give notice of:



	 	 	 	 	 
	 

	 	If to the Company:
	 	Ameristar Casinos, Inc.
	 

	 	 	 	3773 Howard Hughes Parkway
	 

	 	 	 	Suite 490 South






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	 	 	 	Las Vegas, Nevada 89109
	 

	 	 	 	Attention: Craig H. Neilsen
	 

	 	 	 	Chairman and Chief Executive Officer
	 
	 

	 	With a copy to:
	 	Ameristar Casinos, Inc.
	 	 	 

	 	3773 Howard Hughes Parkway
	 

	 	 	 	Suite 490 South
	 

	 	 	 	Las Vegas, Nevada 89109
	 

	 	 	 	Attention: Peter C. Walsh
	 

	 	 	 	Senior Vice President and General Counsel
	 
	 	 	 	 
	 

	 	If to the Executive:
	 	John M. Boushy
	 

	 	 	 	152 Augusta Street
	 

	 	 	 	Henderson, Nevada 89074






     15. RIGHT TO SEEK INJUNCTIVE RELIEF. The Executive acknowledges that a violation on his part
of any of the covenants contained in Sections 10 and 11 would cause immeasurable and
irreparable damage to the Company. The Executive accordingly agrees and hereby grants his consent
that, without limiting the remedies available to the Company, any
actual or threatened violation of such covenants may be enforced by injunctive relief or by
other equitable remedies issued or ordered by any court of competent jurisdiction.



     16. BENEFICIARIES/REFERENCES. The Executive shall be entitled to select a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s
death, and may change such election, by giving the Company written notice thereof. In the event of
the Executive’s death or a judicial determination of his incompetence, reference in this Agreement
to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other
legal representative.



     17. SURVIVORSHIP. The respective rights and obligations of the Parties hereunder shall
survive the expiration or any earlier termination of this Agreement to the extent necessary to the
intended preservation of such rights and obligations. The provisions of this Section 17
are in addition to the survivorship provisions of any other Section of this Agreement.



     18. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that he or it is fully
authorized and empowered to enter into this Agreement and that the performance of his or its
obligations under this Agreement will not violate any agreement between that Party and any other
Person.



     19. ENTIRE AGREEMENT. This Agreement and the Indemnification Agreement and any
contemporaneous documents expressly setting forth an agreement between the Parties and expressly
identified in this Agreement contain the entire agreement between the Parties concerning the
subject matter hereof and supersede all prior agreements, understandings, discussions, negotiations
and undertakings, whether written or oral, express or implied, between



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the Parties with respect
hereto. No representations, inducements, promises or agreements not embodied herein shall be of
any force or effect.




     20. ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the
benefit of the Parties and their respective successors, heirs and
assigns; provided, however, that
no rights or obligations of the Executive under this Agreement may be assigned or transferred by
the Executive, other than rights to compensation and benefits hereunder, which may be transferred
only by will or operation of law and subject to the limitations of this Agreement.



     21. AMENDMENT OR WAIVER. No provision in this Agreement may be amended or waived unless such
amendment or waiver is agreed to in writing and signed by both Parties. No waiver by one Party of
any breach by the other Party of any condition or provision of this Agreement to be performed by
such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the
same or any prior or subsequent time. No failure of either Party to exercise any power given to
such Party hereunder or to insist upon strict compliance by the other Party with any obligation
hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver
of the right of such Party to demand strict compliance with the terms hereof.



     22. SEVERABILITY. In the event that any provision or portion of this Agreement shall be
determined to be invalid or unenforceable for any reason, in whole or in part, the remaining
provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect
to the fullest extent permitted by law. Without limiting the foregoing, if any portion of
Section 10 is held to be unenforceable, the maximum enforceable restriction of time, scope
of activities and geographic area will be substituted for any such restrictions held unenforceable.



     23. GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Nevada without reference to the principles of conflict of
laws thereof. In the event of any dispute or controversy arising out of or relating to this
Agreement that is brought to a court, the Parties mutually and irrevocably consent to, and waive
any objection to, the exclusive jurisdiction of any federal or state court of competent
jurisdiction sitting in Clark County, Nevada to resolve such dispute or controversy; provided,
however, that nothing in this Section 23 shall affect the Parties’ agreement in Section
12 that arbitration under Section 12 shall apply to all disputes under this Agreement
other than as provided in Section 12.4.



     24. INDEMNIFICATION. To the extent not otherwise required by law or the Indemnification
Agreement, the Company will consider in good faith, and consistent with the Company’s past
practices, requests by the Executive for indemnification against claims arising from the
Executive’s conduct in the course and scope of the Executive’s employment under this Agreement and
for advancement of expenses reasonably incurred in defending against such claims.



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     25. HEADINGS. The headings of the Sections and subsections contained in this Agreement are
for convenience only and shall not be deemed to control or affect the meaning or construction of
any provision of this Agreement.



     26. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be
deemed an original and all of which shall constitute one and the same Agreement with the same
effect as if all Parties had signed the same signature page. Any signature page of this Agreement
may be detached from any counterpart of this Agreement and reattached to any other counterpart of
this Agreement identical in form hereto but having attached to it one or more additional signature
pages.



     27. ACKNOWLEDGMENT. The Executive represents and acknowledges the following:




     (a) he has carefully read this Agreement in its entirety;




     (b) he understands the terms and conditions contained herein;




     (c) he has had the opportunity to review this Agreement with legal counsel of
his own choosing, and either has done so or has intentionally elected not to do so,
and in any event he has not relied on any statements made by the
Company or its legal counsel as to the meaning of any term or condition
contained herein or in deciding whether to enter into this Agreement; and




     (d) he is entering into this Agreement knowingly and voluntarily.



     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first written
above.



     THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.



	 	 	 	 	 	 	 
	 	 	AMERISTAR CASINOS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter C. Walsh	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Peter C. Walsh	 	 
	 

	 	Title:
	 	Senior Vice President and General Counsel
	 	 
	 
	 	 	 	 	 	 
	 	 	EXECUTIVE:	 	 
	 
	 	 	/s/ John M. Boushy	 	 
	 	 	 	 	 
	 	 	John M. Boushy	 	 






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Exhibit A




SEPARATION AGREEMENT

AND

GENERAL AND SPECIAL RELEASE




     This Separation Agreement and General and Special Release (“Agreement”) is made by and between
john m. boushy (the “Executive”) and Ameristar Casinos, Inc., a Nevada
corporation (“Company”), with respect to separation payments to be paid to the Executive
conditioned in part on a complete release by the Executive of any and all claims against the
Company and its affiliated entities, their respective directors, officers, employees, agents,
accountants, attorneys, representatives, successors and assigns.



     In consideration of delivery to the Executive of the severance payments and benefits by the
Company conditionally promised by the Company in that certain Executive Employment Agreement by and
between the Executive and the Company dated as of July 28, 2006 (the “Employment Agreement”), and
with the sole exception of those obligations expressly recited herein or to be performed hereunder
and of the Executive’s claims to vested interests the Executive may have in employee benefit plans,
stock options or restricted stock as defined exclusively in written documents, the Executive and
the Executive’s heirs, successors and assigns do hereby and forever release and discharge the
Company and its affiliated entities and their past and present directors, officers, employees,
agents, accountants, attorneys, representatives, successors and assigns from and against any and
all causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities
and demands of whatsoever kind and character in any manner whatsoever arising prior to the date of
this Agreement, including but not limited to any claim for breach of contract, breach of implied
covenant, breach of oral or written promise, allegedly unpaid compensation, wrongful termination,
infliction of emotional distress, defamation, interference with contract relations or prospective
economic advantage, negligence, misrepresentation or employment discrimination, and including
without limitation, to the extent permitted by law, alleged violations of Title VII of the Civil
Rights Act of 1964 prohibiting discrimination based on race, color, religion, sex or national
origin, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (including
the Older Workers Benefit Protection Act) prohibiting discrimination based on age over 40, the
Americans With Disabilities Act prohibiting discrimination based on disability, the Fair Labor
Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income
Security Act of 1974, the Nevada Fair Employment Practices Act (NRS 613.010 et seq.), any state
statutory wage claim under Chapter 608 of the Nevada Revised Statutes, and any other federal, state
or local labor or fair employment law under which a claim might be brought were it not released
here, all as amended from time to time.



     The Executive assumes the risk of any mistake of fact and of any facts which are unknown, and
thereby waives any and all claims that this release does not extend to claims which the Executive
does not know or suspect to exist in his favor at the time of executing this release, which if
known by the Executive must or might have materially affected his settlement with the Company.



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     The Executive and the Company represent, understand and expressly agree that this Agreement
sets forth all of the agreements, covenants and understandings of the parties, superseding all
other prior and contemporaneous oral and written agreements with respect to the termination or
separation of the Executive’s employment excepting only those written agreements set forth or
referred to in the Employment Agreement between the Executive and the Company, including without
limitation the Company’s Confidentiality and Non-Disclosure Policy and the Company’s Insider
Trading Policy, which the Executive and the Company reaffirm and incorporate herein by this
reference and which shall survive indefinitely. The Executive and the Company agree that no other
agreements or covenants will be binding upon the parties unless set forth in a writing signed by
the parties or their authorized representatives, and that each of the parties is authorized to make
the representations and agreements herein set forth by or on behalf of each such party. The
Executive and the Company each affirms that no promises have been made to or by either to the other
except as set forth in the Employment Agreement or this Agreement.



     The Executive and the Company agree that any and all disputes, controversies or claims arising
out of this Agreement or concerning the Executive’s employment or its termination shall, except as
otherwise provided by the Employment Agreement, be determined exclusively by final and binding
arbitration pursuant to the terms of the Employment Agreement.



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     The Executive acknowledges that he has had twenty-one (21) days within which to consider this
Agreement if he has wished to do so, that he has seven (7) days from the date of his acceptance of
this Agreement within which to revoke his acceptance, that he has been and hereby is advised by the
Company to consult with counsel concerning this Agreement and has had an opportunity to do so, and
that no payments will be made to the Executive by the Company hereunder until after such seven (7)
days and until the Executive shall have provided thereafter reasonable assurances on request that
he has not revoked his acceptance of this Agreement within such seven (7) days. The Executive
affirms that he enters into this Agreement freely and voluntarily.



     Dated                                         ,                      at   
                                                          ,                     
                    



	 	 	 	 	 
	 
	 

	 	 	 	 
	 

	 	Executive
	 	 






     Dated                                         ,                      at   
                                                          ,                     
                    



	 	 	 	 	 	 	 
	 	 	AMERISTAR CASINOS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Its	 	 	 	 
	 

	 	 	 	 	 	 





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3