Employment Agreement - Gernert


    Exhibit
      10.168

    


    The following

    


    


    


    EMPLOYMENT
      CONTRACT

    


    


    


    is
      concluded between

    


    


    CENTURY
      CASINOS EUROPE GMBH

    .

    (hereinafter
      referred to as the “Company”)

    


    


    and

    


    


    DR.
      CHRISTIAN GERNERT

    (hereinafter
      referred to as “Employee”)

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    	1.  	
            EMPLOYMENT
              AND TERM

          


    


    Employee
      has been employed by Company since March 1, 2005 and has been appointed as
      Geschaeftsfuehrer (Managing Director) of Company on September 12, 2005. This
      Contract now puts in writing the mutual agreements with regard to Employee’s
      employment by Company. 

    


    Employee
      shall be employed by Company for an indefinite period of time, unless the
      provisions hereunder provide otherwise.

    


    


    	2.  	
            RESPONSIBILITIES,
              ESSENTIAL FUNCTIONS OF THE
              POSITION

          


    


    Employee
      shall carry out his duties and responsibilities pursuant to this Contract to
      the
      best of his abilities and with the professional care of a qualified and reliable
      manager and shall comply with the policies and guidelines established by the
      Century Casinos Inc’s Executive Committee which may from time to time appoint
      one of its members under this Contract to carry out its functions. 

    


    Employee
      will report to Erwin Haitzmann directly or to any other person to be determined
      by Erwin Haitzmann or the Executive Committee of Century Casinos,
      Inc.

    


    


    	3.  	
            WORKING
              HOURS

          


    


    The
      regular working hours of 40 hours weekly shall apply.

    


    Employee
      shall perform overtime as may be required from time to time and the Annual
      Base
      Salary and the Bonus payable under this Contract are deemed to compensate
      Employee. for all claims for overtime.

    


    


    	4.  	
            ANNUAL
              BASE SALARY

          


    


    Effective
      January 1, 2006, Employee will be paid by the Company for carrying out his
      duties and responsibilities under this Contract an annual base salary of (gross)
      US$ 120.000,00 (hereinafter referred to as the "Annual Base Salary") payable
      in
      14 installments. 12 installments (monthly salary) are to be paid at the end
      of
      every month, and one installment is to be paid together with the aforementioned
      installment of June and one installment is to be paid together with the
      aforementioned installment of November.

    


    If
      this
      Contract commences or ends during the course of a calendar year, the Annual
      Base
      Salary will be calculated and paid on a pro rated basis.

    


    


    	5.  	
            ANNUAL
              BONUS

          


    


    On
      or
      before 31 December of each year, the Parties will mutually agree upon the terms
      and maximum amount of the variable bonus for the following calendar year
      (referred to herein as the “Variable Bonus”). For the calendar year 2005 the
      Parties have mutually agreed on a Variable Bonus of up to US$
      41,667.

    


    If
      this
      Contract commences or ends during the course of a calendar year, the Bonus
      that
      may have accrued will be calculated and paid on a pro-rated basis.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    6. BUSINESS
      TRAVELS

    


     Employee
      will be reimbursed for all reasonable expenses relating to accommodations and
      meals when traveling on business, all in accordance with the Company’s
      policies.   
 This reimbursement will be handled on the basis
      of receipts.

    


    


    7. BUSINESS
      LOCATION

    


     The
      business location of Employee for the aforementioned functions is
      Vienna.

    


     The
      function of Employee and the fulfillment of his obligations and/or duties
      pursuant to this Contract require that Employee frequently travels in Europe
      as
      well as overseas.

    


    


    8. OTHER
      FUNCTIONS

    


     During
      the term of this Contract, Employee shall take over and carry out official
      functions in the Company and/or in companies that are associated with the
      Company (i.e.
 “konzernangehörige
      Unternehmen”) as well as memberships and offices in
      trade organizations and lobby groups that relate to the business objectives
      of
      the Company, 
 provided that these functions are assigned to him or
      approved in writing by the Executive Committee of Century Casinos, Inc. and
      are
      compatible with the work burden of 
 Employee.

    


     Employee
      will resign from all such memberships and offices upon request of the
      Company.

    


    


        9. SECONDARY
      OCCUPATIONS/INTERESTS

    


     Employee
      shall assume his responsibilities under this Contract on a full-time basis
      and
      shall devote his entire skills and efforts to the Company.

    


     Employee
      shall not without the prior written approval of the Company engage in the
      following during the term of this Contract and employment:

    


    

      
        	 	
                a)

              	engage in any other business activity on a self-employed
                basis or as an employee. This applies in particular to activities
                engaged
                in on behalf 
of third parties that are of a part-time or of a
                consulting nature; 


      


      
        	 	
                b)

              	
                assume
                  official functions in another legal entity or assume or carry out
                  the
                  function of a managing director; or

              


      

      


         
        c)         assume
        or
        carry out functions in economic organizations and interest
        groups/lobbies.

    

    


     The
      Company will be entitled to revoke at any time and without giving any reasons
      its permission to engage in any activities that had previously been authorized;
      in such  
 case Employee must physically give up such activity
      within a reasonable period of time.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

        10. VACATION

    


     Employee
      shall be entitled to a vacation as regulated by Austrian law. If employment
      is
      commenced or terminated during the course of a calendar year, this vacation
      
 entitlement will be prorated. Saturdays are not considered to be
      working days. 

    


     The
      vacation entitlement will be lost after three (3) years have elapsed from the
      end of the calendar year during which the vacation entitlement originated.
      Any
      vacation 
 entitlement that is used will be considered to have been the
      oldest outstanding vacation entitlement.

    


     During
      the term of employment there shall, to the extent legally possible, be no
      compensation paid by the company for vacation not taken by Employee (i.e. "eine
      Abgeltung 
 des w’hrend der Dauer des Anstellungsvertrages nicht
      realisierten Urlaubs ist ausgeschlossen").

    


     To
      the extent legally possible there shall also be no compensation paid by the
      company upon termination of this Contract for vacation not taken by Employee
      (i.e. “soweit 
 gesetzlich zul’ssig besteht kein Anspruch des
      Angestellten auf Abgeltung des wegen Beendigung des Arbeitsvertrages nicht
      mehr
      realisierbaren Urlaubs”).

    


    


        11.
      TERMINATION, PAYMENTS UPON TERMINATION

    


    	a)  	
            This
              Contract shall remain in force and effect for an indefinite period
              of
              time, unless terminated pursuant to the provisions hereunder. The Contract
              terminates automatically on the month-end in which Employee reaches
              the
              statutory retirement age or if he applies for a statutory early retirement
              pension. 

          


    


    	b)  	
            This
              Contract and employment may be terminated by either party at the last
              day
              of each calendar quarter with 90 days written notice. During the
              aforementioned notice-period the Company will, subject to the following
              provisions of this Contract, continue to pay the compensation pursuant
              to
              articles 4 and 5 of this Contract. 

          


    


    	c)  	
            Employee
              has to comply with all the provisions of this Contract during the
              aforementioned notice-period of termination.


          


    


    	d)  	
            If
              Employee is terminated within three years from a Change of Control
              (as
              defined below), Company will pay Employee a severance amount equal
              to one
              year of his Base Salary; and a payment equal to the bonus received
              by
              Employee for the year preceding his termination under this article;
              and
              all stock options Employee has received under an equity incentive plan
              shall vest immediately. For the purpose of this article 11. (d), “Change
              of Control” shall mean any of the following: (a) any person or entity (not
              affiliated with the Employee or with other employees or the members
              of the
              board of directors of Century Casinos, Inc. as of the effective date
              of
              this Contract) becoming the beneficial owner of a majority of the voting
              rights of Century Casinos, Inc. then outstanding securities; (b) the
              triggering of the issuance of stock rights to shareholders pursuant
              to
              Century Casinos, Inc.’s stock rights agreement, as amended from time to
              time; (c) the replacement, or rejection (i.e. through a proxy fight),
              of
              one or more person(s), nominated to be director(s) by Century Casinos,
              Inc.’s board of directors before any Change of Control; (d) the election
              of one or more persons to Century Casinos, Inc.’s board of directors that
              have not been nominated by the Century Casinos, Inc.’s board of directors
              before any Change of Control; (e) holders of Century Casinos, Inc.’s
              securities approve a merger, consolidation or liquidation of Century
              Casinos, Inc.

          


     

    	e)  	
            The
              right of both Parties to terminate this Contract immediately for important
              reasons is reserved.

          


    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    
      	
                  12.
                

            	
               CONFIDENTIALITY

            


    

    


     Employee
      shall refrain at any time following the termination of this Contract, from
      using
      confidential company or business related information of any member of the
      Century 
 Casinos group of companies to which he gained access during
      the term of his employment with the Company either for himself or for other
      persons for work-related purposes. 
 This provision applies regardless
      of whether the work is done as an employee, entrepreneur, in a self-employed
      function or on a contract, project-by-project or consulting

 basis.

    


     Furthermore,
      Employee agrees to refrain from disclosing to others or to the public during
      and
      after the termination of this Contract, confidential company or business related
      
 information of any member of the Century Casinos group of companies to
      which he gained access during the term of his appointment/employment with the
      Company.

    


     In
      the event that Employee breaches the provisions of this paragraph, a
      conventional penalty of the greater of the damages actually suffered by the
      Company or EUR 50'000.-- 
 is to be paid by Employee for each
      breach. It is understood that the payment of the conventional penalty does
      not
      remove the obligation of Employee to refrain from these 
 activities.
      The Company has the right to enforce this provision in Court.

    


    


        13. GENERAL
      PROVISIONS

    


    	a)  	
            This
              Contract constitutes the entire and only employment Contract between
              the
              Company and Employee. Any representation, promise or condition between
              parties not incorporated herein shall not be binding upon either party.
              This Contract supersedes all prior negotiations, proposals and contracts
              made or entered into between the parties.

          


    


    Amendments
      to and alterations of this Contract shall be valid only if they are made in
      writing and signed by the party sought to be bound thereby.

    


    	b)  	
            If
              any provision of this Contract should prove invalid for any reason
              whatsoever, this Contract shall remain binding between the parties
              and in
              full force and effect except for such invalidated
              provision.

          


    


    	c)  	
            This
              Contract will be governed by and construed according to Austrian law.
              Any
              disputes arising under this Contract and any action brought to enforce
              this Contract must be brought exclusively in front of the relevant
              Austrian Court.

          


    


    


    


    Century
      Casinos Europe GmbH

    Place
      and
      Date:                  Place
      and
      Date:

    Vienna,
      November 1, 2005          Vienna,
      November 1, 2005 

    /s/
      Erwin
      Haitzmann                    /s/
      Christian Gernert