EX-10.5



 





Exhibit 10.5




Employment Agreement




1. Recitals.




          (a) Cedar Fair, L.P., a publicly traded Delaware limited partnership, is affiliated with
several corporations and partnerships including, without limitation, Cedar Fair Management Inc.,
and Magnum Management Corp., (hereinafter collectively referred to as “Cedar Fair” or the
“Company”).




          (b) Cedar Fair Management Inc., an Ohio corporation, manages the day-to-day activities of, and
establishes the long-term objectives for, Cedar Fair. The Board of Directors of Cedar Fair
Management Inc. (the “Board”) wishes to enter into an employment agreement with, or to cause
another affiliate to enter into an employment agreement with, Richard L. Kinzel (the “Executive”)
to be effective as of December 1, 2006.




          (c) The Executive has held the position of President and Chief Executive Officer of Cedar Fair
since 1986.




          (d) The Board desires to retain the employment of Executive in his present capacity and to
assure Cedar Fair of his continued services in this capacity. The Board also desires Executive to
remain active with Cedar Fair after the completion of Executive’s employment with Cedar Fair.




          (e) Executive desires to remain in the employment of Cedar Fair in his present capacity, and
he is committed to serve and assist Cedar Fair on the terms provided in this Agreement.




          (f) In consideration of the mutual promises contained herein and other good and valuable
consideration, the Executive and Cedar Fair have entered into this Agreement.




2. Term of Employment.




               Except as otherwise provided in this Agreement, Cedar Fair and the Executive agree that the
Executive will remain in the employ of Cedar Fair until January 2, 2012. The “Term of Employment”
shall refer to the period commencing on December 1, 2006 and ending on January 2, 2012; provided,
however, that the Company shall have the right to terminate this Agreement at any time, subject to
the obligations to provide the benefits and make the payments provided herein. Upon Executive’s
termination of employment, Executive will resign all officer positions with all affiliates of the
Company.



3. Nature of Duties.




          (a) The Executive agrees to devote his full-time to the business and affairs of Cedar Fair so
as to achieve the goals and objectives set by the Board, and to use his best efforts to promote the
interests of Cedar Fair and to perform faithfully and efficiently the responsibilities assigned to
him in accordance with the terms of this Agreement. Executive further understands that he is
governed by a duty of loyalty and fidelity to Cedar Fair by virtue of his position.












 








          (b) Except as otherwise provided herein, Cedar Fair agrees that it will not, without the
Executive’s express written consent, (i) assign to the Executive duties inconsistent with his
current position, duties, responsibilities and status with Cedar Fair, (ii) change his titles or
offices as currently in effect. As part of a succession planning program at Cedar Fair, effective
January 1, 2010, Executive shall relinquish his title of President, if requested by the Board.




4. Board Membership.




          Executive is currently Chairman of the Board of Directors. As part of a succession planning
program at Cedar Fair, Executive shall continue to be appointed to Chairman of the Board until
December 30, 2011 provided he is elected a member of the Board. Thereafter, Executive will serve
as member of the Board for a period of at least three more years provided he is elected to the
Board. The Executive shall have the exclusive use of an appropriate office located at Cedar Fair’s
headquarters in Sandusky, Ohio and be provided with a secretary.




5. Compensation.




          (a) Base Salary. As compensation for Executive’s services, Cedar Fair shall pay to the
Executive during the term of this Agreement an annual salary (“Base Salary”). The Executive’s Base
Salary shall be no less than $1,200,000.00 per year and may be adjusted upwards each year in an
amount determined by the Board.




          (b) Incentive Compensation. During the Term of Employment, Cedar Fair agrees that
Executive will be eligible to participate in the Corporate Officers Incentive Compensation Plan,
the Senior Management Incentive Compensation Plan, the Senior Management Long-Term Incentive
Compensation Plan and Equity Incentive Plans and any amendments thereto and any new Plan
established subsequent to the effective date of this Agreement. Cedar Fair agrees that during the
Terms of Employment, Executive shall participate in the various incentive plans on terms no less
favorable then provided other senior managers and/or officers of Cedar Fair.




6. Fringe Benefits.




          The fringe benefit plans and other benefit programs currently maintained and provided by Cedar
Fair in which the Executive will be eligible to participate upon the execution of this Agreement
are listed in Schedule A hereto. Cedar Fair agrees that Executive shall be eligible to participate
in the fringe benefit plans and other benefit programs on terms no less favorable than provided
other senior managers and/or officers of Cedar Fair.




7. Business Expenses and Perquisites.




          Reasonable travel, entertainment and other business expenses incurred by Executive in the
performance of his duties hereunder shall be reimbursed by Cedar Fair in accordance with Cedar
Fair’s policies as in effect from time to time.














 








8. Termination by Cedar Fair Other Than for Cause.




          (a) If Cedar Fair shall terminate the Executive’s employment prior to January 2, 2012, other
than pursuant to Section 11 hereof, then Cedar Fair shall pay to the Executive in a lump sum on the
twentieth business day following the Date of Termination, the following amounts:





(i) The Executive’s Base Compensation Salary through the Date of Termination;
and




(ii) In lieu of any further Base Salary payments for periods subsequent to the
Date of Termination, an amount equal to the present value of Executive’s Base Salary
that Executive would have received had he remained employed with Cedar Fair through
the Term of Employment (determined at the rate of pay in effect upon the date of
Executive’s termination of employment); and




(iii) In lieu of any further Incentive Compensation provided pursuant to any equity
or Incentive Compensation Plan in effect, an amount equal to the present value of
Incentive Compensation that Executive would have received had he remained employed
through the Term of Employment. For purposes of this provision, in calculating the
amount of Incentive Compensation Executive would have received, the weighted average
Incentive Compensation received by Executive over the three years preceding
termination of employment shall be multiplied by the number of years (or prorations
thereof) remaining from the Date of Termination through January 2, 2012; and




(iv) Executive shall become immediately vested in any Award, Option, Unit
Appreciation Right, Restricted Unit Award, Performance Unit, Distribution
Equivalent, Other Unit Award, or any other right, interest or option relating to
Units or other securities of Cedar Fair issued to Executive, pursuant to the 2000
Equity Incentive Plan, the 2002 Long Term Plan or any amendment thereto, or any new
Plan established subsequent to the effective date of this Agreement, and shall be
entitled to exercise any Award, Option, Unit Appreciation Right, Restricted Unit
Award, Performance Unit, Distribution Equivalent, Other Unit Award, or any other
right, interest or option relating to Units or other securities, at any time on or
before March 1, 2012; and




(v) Executive and his spouse shall be provided with lifetime health care coverage
and life insurance as specified in Paragraphs 9 and 13.



          (b) Notwithstanding the foregoing provisions of this Paragraph 8(a), in the event Executive is
a “specified employee” (as that term is defined under Internal Revenue Code (“Code”) Section 409A
at the time his employment is terminated), no payments hereunder may be made, or benefits
conferred, prior to six months after the date of “separation from service” (as that term is defined
under Code Section 409A, but this provision shall be effective only to the extent that such
payment or provision of benefits would be taxable under Code Section 409A.














 








          (c) The payment of any amounts or provision of any benefits under this Paragraph 8 are
conditioned upon the execution and non-revocation of a separation agreement and release in a form
mutually acceptable to Executive and the Company.




9. Termination Upon Executive’s Death.




          In the event of Executive’s death, this Agreement shall terminate and Cedar Fair shall pay to
Executive’s estate any compensation and benefits earned but not so yet paid as of the date of
Executive’s death. Cedar Fair, at its expense, shall in addition to any other life insurance
currently provided to Executive, shall purchase a two million dollar term life insurance policy on
the life of the Executive and permit him to designate the beneficiary. The term life insurance
shall remain in effect until July 23, 2018 regardless of whether Executive is actively employed.
In addition, Executive and/or his estate shall be entitled to the benefits provided in Paragraph
8(a)(iv) and (v). All other benefits and compensation shall cease upon Executive’s death.




10. Termination for Disability.




          Cedar Fair may terminate this Agreement for “Disability” if the Executive is “Disabled.” For
purposes of this Agreement, the Executive shall be considered Disabled only if, as a result of his
incapacity due to physical or mental illness, he shall have been absent from his duties with Cedar
Fair on a full-time basis for a period of six (6) consecutive months and a physician selected by
Cedar Fair with the consent of the Executive is of the opinion that the Executive is suffering from
“Total Disability” as defined in any disability insurance program maintained by Cedar Fair. Any
termination of employment pursuant to the provision shall be deemed a termination by Cedar Fair
other than for cause as set forth in Paragraph 8 and Executive shall be entitled to compensation
and benefits as provided therein. Monetary payments received by Executive from any long term or
short term disability plan maintained by Cedar Point shall be used to reduce any salary or
Incentive Compensation payments made by Cedar Fair pursuant to this Agreement.




11. Termination for Cause.




          (a) Cedar Fair may terminate the Executive’s employment for Cause. For the purposes of this
Agreement, “Cause” shall mean (i) Executive’s conviction of, or plea of guilty or nolo contendere
to a felony or a crime of moral turpitude; (ii) upon the willful and continued failure by the
Executive to substantially perform his duties with Cedar Fair which failure results in material
injury or damage, including damage to the reputation of Cedar Fair; (iii) the failure of Executive
to comply with the provisions of Paragraph 14 and 15 hereof; (iv) intentional theft or embezzlement
from Cedar Fair; (v) the commission of a fraudulent act or practice by the Executive affecting
Cedar Fair; (vi) an act of gross negligence or gross misconduct that relates to the affairs of
Cedar Point; or (vii) violation of the Company’s policies or procedures relating to discrimination
or harassment in the workplace. Notwithstanding the foregoing, the Executive’s employment shall
not be deemed to have been terminated for cause if this termination took place as a result of (i)
any act or omission the Executive reasonably and in good faith believed to have been in or not
opposed to the best interests of Cedar Fair; or (ii) any act or omission in respect of which a
determination be made that the Executive met the applicable standard of conduct prescribed for
indemnification or reimbursement or payment of expenses under the Regulation











 








Laws of Cedar Fair or the laws of the State of Ohio, in each case as in effect at the time of
such act or omission. Further, Executive shall not be deemed to have been terminated for cause
without reasonable written notice (“Cause Notice”) to the Executive, which notice shall specify the
grounds for the Board’s decision.




          (b) If the Executive’s employment shall be terminated for Cause, Cedar Fair shall pay the
Executive his Base Compensation through the Date of Termination and all Incentive Compensation
earned but not as yet paid as of the Date of Termination. Cedar Fair shall have no further
obligations to the Executive under this Agreement.




12. Other Benefits Upon Termination.




          Unless the Executive is terminated for Cause, Executive shall receive and be eligible to
participate, until January 2, 2012, in the Plans, fringe benefits and other benefit programs on
terms no less favorable than provided to other senior managers and officers of Cedar Fair. In the
event that participation in any such Plan, fringe benefits or other benefit programs is barred,
Cedar Fair shall arrange to provide the Executive with benefits substantially similar to those
which he otherwise would have received had he remained employed through the Term of Employment.




13. Retirement.




          In addition to any other benefits provided to a retired employee including but not limited to
severance and his normal and supplemental retirement benefits, Executive and his spouse shall
receive, at Cedar Fair’s expense, lifetime health coverage benefits as a supplement to Medicare.
Any expense for the Medicare coverage shall be reimbursed to Executive and/or his spouse. The
combined Medicare and Cedar Fair supplemental coverage shall be substantially similar to coverage
provided to active employees of Cedar Fair. Executive, upon his retirement, shall also become
immediately vested in any Award, Option, Unit Appreciation Right, Restricted Unit Award,
Performance Unit, Distribution Equivalent, Other Unit Award, or any other right, interest or option
relating to Units or other securities issued pursuant to the 2000 Equity Incentive Plan, the 2002
Long Term Plan or any amendment thereto or any new Plan in effect at the time of his retirement.




14. Disclosure of Information.




          (a) The Executive acknowledges that it is the policy of Company to maintain as secret and
confidential all Confidential Information (as defined herein). The parties hereto recognize that
the services to be performed by the Execute pursuant to this Agreement are special and unique, and
that by reason of his employment by the Company after the effective date, the Executive will
acquire, or may have acquired, Confidential Information. The Executive recognizes that all such
Confidential Information is and shall remain the sole property of the Company, free of any rights
of the Executive, and acknowledges that the Company has a vested interest in assuring that all such
Confidential Information remains secret and confidential. Therefore, in consideration of the
Executive’s employment with the Company pursuant to this Agreement, the Executive agrees that at
all times from after the effective date, he will not, directly or indirectly, disclose to any
person, firm, company or other entity (other than the Company) any Confidential Information, except
as specifically required in the performance of his duties hereunder, without the prior written
consent of the Company, except to the extent that














 







(i) any such Confidential Information becomes generally available to the public, other than as
a result of a breach by the Executive of this Section 14 or by any other executive officer of the
Company subject to confidentiality obligations, or (ii) any such Confidential Information becomes
available to the Executive on a non-confidential basis from a source other than the Company, or its
executive officers or advisors; provided, that such source is not known by the Executive to be
bound by a confidentiality agreement with, or other obligation of secrecy to, the Company or
another party. In addition, it shall not be a breach of the confidentiality obligations hereof if
the Executive is required by law to disclose any Confidential Information; provided, that in such
case, the Executive shall (a) give the Company the earliest notice possible that such disclosure is
or may be required and (b) cooperate with the Company, at the Company’s expense, in protecting to
the maximum extent legally permitted, the confidential or proprietary nature of the Confidential
Information which must be so disclosed. The obligations of the Executive under this Section 14
shall survive any termination of this Agreement. During the Term of Employment the Executive shall
exercise all due and diligent precautions to protect the integrity of the business plans, customer
lists, statistical data and compilation, agreements, contracts, manuals or other documents of the
Company which embody the Confidential Information, and upon the expiration or the termination of
the Employment Term, the Executive agrees that all Confidential Information in his possession,
directly or indirectly, that is in writing or other tangible form (together with all duplicates
thereof) will forthwith be returned to the Company and will not be retained by the Executive or
furnished to any person, either by sample, facsimile film, audio or video cassette, electronic
data, verbal communication or any other means of communication. The Executive agrees that the
provisions of this Section 14 are reasonably necessary to protect the proprietary rights of the
Company in the Confidential Information and its trade secrets, goodwill and reputation.




          (b) For purposes hereof, the term “Confidential Information” means all information developed
or used by the Company relating to the Business (as herein defined), operations, employees,
customers, suppliers and distributors of the Company, including, but not limited to, customer
lists, purchase orders, financial data, pricing information and price lists, business plans and
market strategies and arrangements and any strategic plan, all books, records, manuals, advertising
materials, catalogues, correspondence, mailing lists, production data, sales materials and records,
purchasing materials and records, personnel records, quality control records and procedures
included in or relating to the Business or any of the assets of the Company and all trademarks,
copyrights and patents, and applications therefore, all trade secrets, inventions, processes,
procedures, research records, market surveys and marketing know-how and other technical papers.
The term “Confidential Information” also includes any other information heretofore or hereafter
acquired by the Company and deemed by it to be confidential. For purposes of this Agreement, the
term “Business” shall mean (a) the business of amusement and water parks, (b) leisure theme parks,
(c) any other business engaged in or being developed (including production of materials used in the
Company’s businesses) by the Company, or being considered by the Company, at the time of the
Executive’s termination, and (d) any joint venture, partnership or agency arrangements relating to
the businesses described in (a) through (c) above.




          (c) Return of Company Property. The Executive agrees that following the termination
of his employment for any reason, he shall return all property of the Company, its subsidiaries,
affiliates and any divisions thereof he may have managed which is then in or thereafter comes into
his possession, including, but not limited to, documents, contracts,











 








agreements, plans, photographs, books, notes, electronically stored data and all copies of the
foregoing as well as any automobile or other materials or equipment supplied by the Company to the
Executive.




          (d) Inventions. Any and all inventions made, developed or created by the Executive
(whether at the request or suggestion of the Company or otherwise, whether alone or in conjunction
with others, and whether during regular working hours or otherwise) during the period of his
employment with the Company, which may be directly or indirectly useful in, or relate to, the
Business of the Company, shall be promptly and fully disclosed by the Executive to the Board of
Directors of the Company, and shall be the Company’s exclusive property as opposed to the
Executive. The Executive shall promptly deliver to the Board of Directors of the Company all
papers, drawings, models, data and other material relating to any invention made, developed or
created by him as aforesaid. The Executive hereby assigns any and all such inventions to the
Company and hereby agrees to execute and deliver such agreements, certificates, assignments or
other documents as may be necessary to effect the assignment to the Company of any and all such
inventions as contemplated by this Section 14. The Executive shall, upon the Company’s request and
without any payment therefore, execute any documents necessary or advisable in the opinion of the
Company’s counsel to direct issuance of patents or copyrights of the Company with respect to such
inventions as are to be in the Company’s exclusive property as against the Executive under this
Section 14 or to vest in the Company title to such inventions as against the Executive, the expense
of securing any such patent or copyright, to be borne by the Company.




15. Non-Competition.




          (a) The Executive agrees that, during the Employment Term and during any period in which the
Executive is receiving benefits from Cedar Fair or if longer, for a period of 24 months following
the date of termination by the Executive of his employment with the Company for any reason (the
“Noncompetition Period”) the Executive will not (A) directly or indirectly, own, manage, operate,
control or participate in the ownership, management or control of, or be connected as an officer,
employee, partner, director, or otherwise with, or have any financial interest in, or aid, consult,
advise, or assist anyone else in the conduct of, any entity or business (i) in which 10% or more of
whose annual revenues are derived from a Business as defined above and (ii) which conducts business
in any locality or region of the United States, Canada, Mexico, Europe, or Asia (whether or not
such competing entity or business is physically located in the United States, Canada, Mexico,
Europe, or Asia), where Business is being conducted by the Company on the date the Executive’s
employment is terminated hereunder and in each and every area where the Company intends to conduct
such Business as it expresses such intent in the written strategic plan developed by the Company as
of the date the Executive’s employment is terminated hereunder and (B) either personally or by his
agent or by letters, circulars or advertisements, and whether for himself or on behalf of any other
person, company, firm or other entity, except in his capacity as an Executive of the Company,
canvass or solicit, or enter into or effect (or cause or authorize to be solicited, entered into or
effected), directly or indirectly, for or on behalf of himself or any other person, any business
relating to the services of the type provided by, or orders for business or services similar to
those provided by, the Company from any person, company, firm or other entity who is, or has at any
time within two years prior to the date of such action been, a customer or supplier of the Company;
provided, that the restrictions of clause (ii) of this sentence shall also apply to any person,
company, firm or











 








other entity with whom the Company is specifically seeking to develop a relationship as a
customer or supplier of the Company at the date of such action. Notwithstanding the forgoing, the
Executive’s ownership of securities of a public company engaged in competition with the Company not
in excess of 5% of any class of such securities shall not be considered a breach of the covenants
set forth in this Section 15 (a) above.




          (b) The Executive agrees that, at all times from after the Effective Date, the Executive will
not, either personally or by his agent or by letters, circulars or advertisements, and whether for
himself or on behalf of any other person, company, firm or other entity, except in his capacity as
an Executive of the Company (i) seek to persuade any employee of the Company to discontinue his or
her status or employment therewith or to become employed in a business or activities likely to be
competitive with the Business; or (ii) solicit or employ any such person at any time within 12
months following the date of cessation of employment of such person with the Company, in any
locality or region of the United States, Canada or Mexico and in each and every other area where
the Company conducts its Business.




          (c) The Executive expressly agrees and understands that the remedy at law for any breach by
him of paragraphs 14 and 15 will be inadequate and that the damages flowing from such breach are
not readily susceptible to being measured in monetary terms. Accordingly, it is acknowledged that
upon adequate proof of a violation by the Executive of any provision of paragraphs 14 and 15, the
Company shall be entitled to immediate injunctive relief and may obtain a temporary order
restraining any threatened or further breach. Nothing in these paragraphs 14 and 15 shall be
deemed to limit the Company’s remedies at law or in equity for any breach by the Executive of any
of the provisions of paragraphs 14 and 15 which may be pursued or availed of by the Company.




          (d) The Executive has carefully considered the nature and extent of the restrictions upon the
Executive and the rights and remedies conferred upon the Company under paragraphs 14 and 15, and
hereby acknowledges and agrees that the same are reasonable in time and territory, are intended to
eliminate competition which otherwise would be unfair to the Company, do not stifle the inherent
skill and experience of the Executive, would not operate as a bar to the Executive’s sole means of
support, are fully required to protect the business interests of the Company and do not confer a
benefit upon the Company disproportionate to the detriment to the Executive.




16. Termination by Executive.




          Except for Paragraphs 13, 14, and 15, in the event Executive voluntary resigns his employment
prior to the end of Term of Employment, this Agreement shall become null and void.




17. Successors, Binding Agreement.




          Cedar Fair will require any successor (whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially all of the business and/or assets of Cedar
Fair, by agreement in form and substance satisfactory to the Executive, to expressly assume and
agree to perform this Agreement in the same manner and to the same extent that Cedar Fair would be
required to perform it if no such succession had taken place. Failure of Cedar Fair to obtain such
agreement prior to the effectiveness of any such succession shall be a











 








breach of this Agreement and shall entitle the Executive to compensation and benefits from
Cedar Fair in the same amount and on the same terms as would apply if the Executive was terminated
other than for cause.




18. Amendment or Modification; Conflicts.




          No provisions of this Agreement may be amended modified, waived or discharged unless such
modification, waiver or discharge is agreed to in writing signed by the Executive and such officer
as may be specifically designated by the Board. This Agreement shall supersede and replace the
June 1, 2003 employment agreement between Executive and Cedar Fair. In the event there is any
conflict or ambiguity between any term or condition set forth in this Agreement and any term or
condition set forth in any Plan, Incentive Compensation Plan or Program, Equity Incentive Plan or
Award, Retirement Plan, Supplemental Retirement Plan, Severance Plan, Award Agreement, Fringe
Benefit Plan or any other written document, the terms and conditions of this Agreement shall
supersede and control except to the extent that any other plan or program provides Executive with
additional or enhanced benefits or compensation; provided, however, that this provision shall not
be construed to permit the change, amendment, or interpretation of any plan or program described
herein, to the extent such change, amendment, or interpretation would create or cause a violation
of any Federal or state law or regulation including, but not limited to, the Code, the Employee
Retirement Income Security Act of 1974, the Sarbanes-Oxley Act, or the Securities Exchange Act of
1934.




19. Right to Amend or Terminate Plans or Programs.




          Nothing in this Agreement shall be construed to prevent or otherwise inhibit the right of the
Company to alter, amend, discontinue, or terminate any plan, program, fringe benefit, or perquisite
hereunder, provided that any such action is of general application to all similarly situated
executives and is not specific to Executive.




20. Arbitration




          (a) The Executive and Cedar Fair agree that any dispute, claim or controversy arising out of
or relating to this Agreement, including but not limited to claims of employment discrimination
and/or claims over whether the Executive’s employment was terminated for “Cause,” except as set
forth in Subsection 20(f) below, shall be settled by final and binding arbitration, and judgment
upon the award of the Arbitration panel may be entered and enforced in any federal or state court
having jurisdiction over the parties. The Executive expressly acknowledges that this agreement to
arbitrate applies without limitation to any claims of unlawful discrimination, harassment,
retaliation, wrongful discharge, constructive discharge, claims related to the payment of wages or
benefits, contract claims and tort claims under federal, state or local law. By agreeing to submit
any and all claims (except as set forth in Subsection 20(f) below) to arbitration, the Executive
and Cedar Fair expressly waive any right that they may have to resolve such claims through any
other means, including a jury trial or court trial.




          (b) Arbitration shall be conducted by a panel of three (3) arbitrators in accordance with the
Arbitration rules of the American Arbitration Association (“AAA”). Within twenty (20) days after
notice from one party to the other of the notifying party’s election to arbitrate, each party shall
select one (1) arbitrator. Within twenty (20) days after the selection of the two (2) arbitrators
by the parties, said arbitrators shall in turn select a third arbitrator. If the two











 








arbitrators cannot agree upon the selection of a third arbitrator, the parties agree that the third
arbitrator shall be appointed by the AAA.




          (c) Both parties shall be entitled to representation by individuals of their choice and to
written information directly relevant to the arbitration of their claims. Each party will be
entitled to take three depositions, not including any depositions necessary to perpetuate the
testimony of unavailable witnesses. The arbitrator panel shall have authority to award any remedy
or relief that an Ohio or federal court in Ohio could grant in conformity with applicable law on
the basis of the claims actually made in the arbitration. The arbitration panel shall not have the
authority either to abridge or change substantive rights available under existing law. Should the
Executive prevail in arbitration, Cedar Fair shall reimburse the Executive for reasonable costs,
expenses and attorney’s fees incurred by Executive. The arbitration panel shall issue a written
award listing the issues submitted by the parties, together with a succinct explanation of the
manner in which the panel resolved or decided the issues. The costs of the arbitration panel shall
be paid by Cedar Fair.




          (d) All arbitration proceedings, including the arbitration panel’s decision and award, shall
be confidential. Neither party shall disclose any information or evidence adduced by the other in
the arbitration proceedings, or the panel’s award except (i) to the extent that the parties agree
otherwise in writing; (ii) as may be appropriate in any subsequent proceedings between the parties
such as to enforce the arbitration award; or (iii) as may otherwise be compelled by law.




          (e) The terms of this arbitration procedure are severable. The invalidity or unenforceability
of any provisions herein shall not affect the application of any other provisions. Where possible,
consistent with the procedure, any otherwise invalid provision of the procedure will be governed by
the Federal Arbitration Act as will any actions to compel, enforce, vacate or confirm proceedings,
awards, orders of the arbitration panel or settlements under the procedure.




          (f) The parties agree and acknowledge that the promises and agreements set forth in Sections
14 (Disclosure of Information) and 15 (Non-Competition) of this Agreement shall not be subject to
the arbitration provisions set forth herein in Section 20, but rather such claims may be brought in
any federal or state court of competent jurisdiction. Any claims made by the Executive, for
workers’ compensation (except retaliation claims), or unemployment benefits are also excepted from
the arbitration provisions set forth herein in Section 20.




21. Survival of Certain Provisions. 




          The provisions of Paragraphs 14 and 15 shall survive the termination of this Agreement.




22. Captions.




          Captions are not controlling for interpretation of this Agreement.




23. Waiver.




          The Waiver of the enforcement of any provision by a party hereto shall not be construed as the
waiver of any other provision of this Agreement.














 








24. Validity.




          The invalidity or unenforceability of any one or more provisions of this Agreement shall not
affect the validity or enforceability of any other provision of this Agreement, which shall remain
in full force and effect. The validity, interpretation, construction and performance of this
Agreement shall be governed by the laws of the State of Ohio.




25. Counterparts.




          This Agreement may be executed in one or more counterparts, each of which shall be deemed to
be an original but all of which together will constitute one and the same instrument.




	 	 	 	 	 	 	 	 	 	 	 
	CEDAR FAIR L.P.	 	 	 	CEDAR FAIR MANAGEMENT, INC.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 

Name, Title
	 	 	 	 	 	 


Name, Title
	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:

	 	 	 	 	 	Date:	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	MAGNUM MANAGEMENT CORP.	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	Name, Title	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 	 
	Richard L. Kinzel	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date: