Exhibit
10.19


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and
between Isle of Capri Casinos, Inc., a Delaware corporation (the “Company”),
and  (“Employee”),
and is intended to be effective as of the date set forth below.


 


1.                                       Employment and Term:


 


1.1                                 Position.  The Company
and/or an affiliated employer of the Company shall employ and retain Employee
as its  or in such other capacity or
capacities as may be mutually agreed upon from time to time, and Employee
agrees to be so employed, subject to the terms and conditions set forth
herein.  Employee’s duties and
responsibilities shall be those assigned to him or her by                  
to whom Employee shall report.  Employee
agrees to discharge such duties in a reasonable and customary manner.


 


1.2                                 Affiliated Employer.  Employee
acknowledges that he or she may perform services for the benefit of or be
employed by an affiliate of the Company. 
Employee agrees that any reference to the Company herein shall be deemed
to include any such affiliate and that, to the maximum extent permitted by law,
the protections described in Section 5 hereof shall be deemed to apply to
the Company, any such affiliate and any other affiliate of the Company.


 


1.3                                 Full Time and Attention.  Employee agrees
that he or she will devote his or her full time and attention to the
performance of his or her duties hereunder. 
Employee will not, without the prior written consent of the Company be
engaged, whether or not during normal business hours, in any other business or
professional activity, whether or not such activity is pursued for gain, profit
or other pecuniary advantage.


 


1.4                                 Term.  Employee’s
employment shall commence as of             
(the “Effective Date”) and shall continue for a series of successive one-year
terms, unless earlier terminated as provided in Sections 3 or 4 hereof (the
period during which Employee is employed hereunder referred to as the “Employment
Term”).


 


2.                                       Compensation and Benefits:


 


As of the Effective Date, the
Company shall pay to Employee the annual base compensation set forth on Exhibit A
hereto (Employee’s “Base Compensation”) and such other bonus, equity incentive,
fringe and employee benefits, as may be set forth on such exhibit, the terms of
which are incorporated herein by this reference. Such benefits and amounts may
be adjusted, from time to time, on Exhibit A hereto or may be evidenced by
a separate plan, policy or program sponsored by the Company or in the form of
an agreement by and between the Company and Employee.


 


3.                                       Termination and Nonrenewal:


 


3.1                                 Special Definition.  As used herein,
the term “Basic Severance” shall mean the aggregate of the following amounts
and benefits:


 


a.                                       The
continuation of Employee’s annualized Base Compensation in effect as of the
date on which his or her employment ceases (Employee’s “Termination Date”),
which amount shall be divided and paid in equal installments during the 


 

















 


12-month
period following such date, in accordance with the Company’s regular pay date
practices;


 


b.                                      The bonus due
under the Company’s Annual Incentive Plan or a successor thereto with respect
to the Company’s most recently completed fiscal year, if any, to the extent
that such bonus has not yet been paid as of Employee’s Termination Date, which
amount shall be paid on the payment date generally applicable to such bonus;
and


 


c.                                       A monthly
amount equal to the Company’s portion of Employee’s premium or similar
contribution required under the Company’s group medical plan as an active
employee, such amount to be (i) based upon Employee’s level of enrollment
in such plan as of his or her Termination Date, (ii) paid during the
12-month period following Employee’s Termination Date or until Employee’s
coverage ceases in accordance with Section 4980B of the Internal Revenue
Code of 1986, as amended (the “Code”), if earlier, and (iii) contingent
upon Employee’s timely election to continue his or her coverage under the
Company’s group medical plan in accordance with Code Section 4980B.


 


3.2                                 Termination on Account of Death or Disability.  If Employee dies or becomes
Disabled during the Employment Term, this Agreement and Employee’s employment
hereunder shall terminate.   In such
event, the Company shall pay or provide to Employee (or to his or her estate) (a) the
amount of any accrued but unpaid Base Compensation, (b) Basic Severance,
and (c) any other amount or benefit to which Employee may be entitled
under a separate plan, policy or program maintained by the Company.  Employee shall be deemed “Disabled” hereunder
if he or she is (a) unable to engage in any substantial gainful activity
due to a medically-determinable physical or mental impairment that can be
expected to result in death or to last for a continuous period of at least 12
months, or (b) receiving benefits under the Company’s separate long-term
disability plan for a period of at least three months as a result of a
medically-determinable physical or mental impairment. The Company shall certify
whether Employee is Disabled as defined herein.


 


3.3                                 Termination on Account of Employee’s Voluntary Resignation.  Employee may terminate this
Agreement and his or her employment hereunder, upon 30 days prior written
notice to the Company or such shorter period as may be agreed upon by the
parties hereto.  In such event, the
Company shall pay to Employee the amount of his or her accrued but unpaid Base Compensation.
No additional payments or benefits shall be due hereunder, except as may be
required under a separate plan, policy or program maintained by the Company or
as may be required by law to be provided.


 


If
Employee voluntarily terminates this Agreement and his or her employment
hereunder on or after the date on which he or she attains age 65 and completes
three years of service with the Company, then notwithstanding any provision of
any plan, policy, contract or arrangement to the contrary, he or she shall
receive the following amounts and benefits, in addition to any amount or
benefit payable under a separate plan, policy or program maintained by the
Company:


 


a.                                       Any stock
options then outstanding shall be fully vested and be and remain exercisable
during the one-year period following such termination or such longer period
expressly provided under the terms of Employee’s individual grant or award;


 

















 


b.                                      The amount of
any bonus due under the Company’s Annual Incentive Plan or a successor thereto
with respect to the Company’s most recently completed fiscal year, if any, to
the extent that such bonus has not yet been paid as of such date, which amount
shall be paid in the form of a single-sum on the payment date generally
applicable to such bonus;


 


c.                                       A monthly
amount equal to the Company’s portion of Employee’s premium or similar
contribution under the Company’s group medical plan, such amount to be (i) based
upon Employee’s level of enrollment in the Company’s group medical plan as of
his or her Termination Date, (ii) paid during the 12-month period
following Employee’s Termination Date or until the date on which Employee’s
continuation coverage ceases in accordance with Code Section 4980B, if
earlier, and (iii) contingent upon Employee’s timely election to continue
his or her coverage under the Company’s group medical plan in accordance with
Code Section 4980B; and


 


d.                                      An amount equal
to Employee’s average bonus paid under the Company’s Annual Incentive Plan or a
successor thereto during the Company’s three most recently completed fiscal
years, determined net of any deferral under the Deferred Bonus Plan, multiplied
by a fraction (i) the numerator of which is the number of days of Employee’s
service during the fiscal year in which Employee’s Termination Date occurs, and
(ii) the denominator of which is 365.


 


3.4                                 Termination by the Company Without Cause. 
The Company may terminate this Agreement and Employee’s employment
hereunder at any time, without Cause (as defined below), with not less than 30
days prior written notice to Employee, unless a shorter period is agreed upon
by the parties hereto.  In such event,
the Company shall pay to Employee his or her accrued but unpaid Base
Compensation, provide any benefits otherwise required by law to be provided,
and pay any amount or benefit otherwise required under a separate plan, policy
or program maintained by the Company.  In
the event that Employee timely executes a general release in form and substance
reasonably satisfactory to the Company, the Company shall further provide to
Employee Basic Severance.


 


3.5                                 Company’s Termination for Cause.  The Company may
terminate this Agreement and  Employee’s
employment hereunder at any time for Cause. 
In such event, the Company shall pay to Employee the amount of his or
her accrued but unpaid Base Compensation. 
No additional payments or benefits shall be due hereunder, except as may
be required under a separate plan, policy or program maintained by the Company
or as may be required by law to be provided. 
For purposes of this Agreement, the term “Cause” shall mean that
Employee has:


 


a.                                       Committed an
intentional act of fraud, embezzlement or theft in the course of his or her employment
or otherwise engaged in any intentional misconduct which is materially
injurious to the Company’s financial condition or business reputation;


 


b.                                      Committed
intentional damage to the property of the Company or committed intentional
wrongful disclosure of Confidential Information (as defined below) which is
materially injurious to the Company’s financial condition or business
reputation;


 


c.                                       Been indicted
for the commission of a felony or a crime involving moral turpitude;


 

















 


d.             Willfully and
substantially refused to perform the essential duties of his or her position,
which has not been cured within 30 days following written notice by the
Company;


 


e.             Committed a
material breach of this Agreement, which has not been cured within 30 days
following receipt of written notice of the breach from the Company;


 


f.              Intentionally,
recklessly or negligently violated any material provision of the Sarbanes-Oxley
Act of 2002 or any of the rules adopted by the Securities and Exchange
Commission implementing any such provision; or


 


g.             Committed a
material breach of the Company’s Code of Ethics.


 


No
act or failure to act on the part of Employee will be deemed “intentional” if
it was due primarily to an error in judgment or negligence, but will be deemed “intentional”
only if done or omitted to be done by Employee not in good faith and without
reasonable belief that his or her action or omission was in the best interest
of the Company.  In connection with any
termination for Cause hereunder, the Company shall provide to Employee written
notice of the event or actions deemed to constitute such Cause.


 


4.                                       Change of Control:


 


4.1                                 Special Definitions.  As used herein,
the term “Change of Control” shall have the meaning ascribed to it in the
Company’s 2000 Long-Term Stock Incentive Plan, as the same may be amended,
restated or otherwise replaced from time to time.


 


The term “Good Reason” shall
mean that Employee has terminated his or her employment with the Company on
account of:


 


a.                                       A material
diminution in Employee’s duties and responsibilities;


 


b.                                      A material
diminution in Employee’s Base Compensation; or


 


c.                                       A material
relocation of the principal place at which Employee performs services
hereunder, but in no event less than 25 miles from the then principal place at
which Employee performs such services.


 


No event shall constitute “Good
Reason” hereunder unless Employee provides written notice thereof to the
Company not more than 90 days after the occurrence of such reason, the Company
is afforded not less than a 30-day cure period following receipt of such
notice, and Employee terminates his or her employment hereunder promptly
following the end of such cure period.


 


4.2                                 Termination of Employment in Connection with Change of Control.  If the Company terminates
Employee’s employment hereunder, other than on account of Cause, or Employee
terminates his or her employment hereunder on account of Good Reason, either
occurring within the 12-month period following the occurrence of a Change of
Control, then in lieu of any benefit provided in Section 3 hereof, the
Company shall pay or provide to or for the benefit of Employee:


 

















 


a.                                       An amount equal
to 200% of his or her annualized Base Compensation then in effect, which amount
shall be paid in the form of a single-sum 30 days following Employee’s
Termination Date or the first business day thereafter.


 


b.                                      The average of
his or her annual bonus payable under the Company’s Annual Incentive Plan or a
successor thereto, before any deferral under the Company’s Deferred Bonus Plan,
during the Company’s three most recently completed fiscal years or such shorter
period as Employee has been employed by the Company; such amount shall be paid
in the form of a single-sum 30 days following Employee’s Termination Date or
the first business day thereafter.


 


c.                                       The amount of
any bonus due with respect to the Company’s most recently completed fiscal
year, if any, to the extent that such bonus has not yet been paid as of such
date, which amount shall be paid on the payment date generally applicable to
such bonus.


 


d.                                      A monthly
amount equal to the premium required to continue Employee’s coverage under the
Company’s group medical plan during the 18-month period following Employee’s
Termination Date, such amount to be (i) based upon Employee’s level of
enrollment in the Company’s group medical plan as of the date of his or her
Termination Date, and (ii) contingent upon Employee’s timely election to
continue his or her coverage under the Company’s group medical plan in
accordance with Code Section 4980B.


 


e.                                       Any stock
options granted to Employee outstanding as of the occurrence of a Change of
Control shall be deemed fully vested and be and remain exercisable during the
one-year  period following Employee’s
Termination Date or such longer period that may be provided under Employee’s
individual grants or awards, but in no event shall such options remain
exercisable ten years after the date of their grant.


 


4.3                                 Excise Tax.  If the
aggregate present value of all payments and benefits due to Employee under this
Agreement and any other payment or benefit due from the Company or any
successor thereto (the “Aggregate Payments”) would be subject to the excise tax
imposed by Code Section 4999, such payments or benefits shall be reduced
by the minimum amount necessary to result in no portion of the Aggregate
Payments, so reduced, being subject to the excise tax under Code Section 4999.  The determination of whether a reduction is
required hereunder shall be made by the Company’s registered independent public
accounting firm and shall be binding upon the parties hereto.  To the extent practicable, Employee shall be
entitled to select the payments or benefits subject to reduction hereunder.


 


5.                                      Business Protection:


 


5.1                                 Consideration.  Employee
acknowledges that the execution of this Agreement and his or her access to
Confidential Information (as defined herein) shall constitute adequate
consideration for each of the limitations and restrictions set forth in this Section 5,
the sufficiency of which is hereby acknowledged.


 


5.2                                 Protection of Confidential Information.  The Company and Employee acknowledge the
existence of Confidential Information, which is owned by the Company,
regardless of whether such Confidential Information was conceived, originated,
devised, 


 

















 


supplemented,
discovered or developed by Employee, the Company, or any other person or
entity.  Employee acknowledges that he or
she will have access to Confidential Information during the Employment Term and
agrees that all such Confidential Information is, and shall remain, the sole
and exclusive property of the Company. 
Except as required by law, during the Employment Term and at all times
thereafter, Employee agrees that he or she shall not, without the prior written
consent of the Company, directly or indirectly use, disclose or disseminate to
any person or otherwise use any Confidential Information, other than on behalf
of the Company.  If Employee is legally
served with a lawfully issued subpoena directing Employee to disclose
Confidential Information, Employee shall immediately, but no later than five
days after receipt of such subpoena, provide written notice to the Company,
including a copy thereof.


 


As
used herein, the term “Confidential Information” shall mean, in addition to the
Company’s trade secrets as defined under applicable law, any data or
information and documentation, whether in tangible form, electronic form or
verbally disclosed, that is valuable to the Company and not generally known to
the public.  To the fullest extent
consistent with the foregoing and applicable law, Confidential Information
shall further include, without limitation, the Company’s computer programs,
sales techniques and reports, formulas, data processes, methods, articles of
manufacture, machines, apparatus, designs, compositions of matter, products,
ideas, improvements, inventions, discoveries, developmental or experimental
work, corporate strategy, marketing techniques, pricing lists and data and
other pricing information, business plans, ideas and opportunities, accounting
and financial information including financial statements and projections,
personnel records, specialized customer information, proprietary agreement with
vendors, supplier information, special products and services the Company may
offer or provide to its customers/guests from time to time, pending
acquisitions, negotiations and transactions, or the terms of existing proposed
business arrangements.  Confidential
Information shall also include all customer/guest lists, accounts and
specifications, and contacts of the Company, and shall further include work in
progress, plans or any other matter belonging to or relating to the technical
or business activities of the Company.


 


5.3                                 Patents; Intellectual Property.  Employee hereby assigns and agrees to assign
to the Company any invention, improvement, or discovery made by Employee, alone
or jointly with others, during the Employment Term, including any period of
authorized leave of absence, or as a result of his or her employment, and which
in any way relates to, or may be useful in, the business of the Company,
together with each patent that may be obtained thereon in any country.  Employee shall promptly and fully disclose to
the Company any such invention, improvement or discovery and, without further
consideration, will upon request by the Company execute all proper papers for
use in applying for, obtaining and maintaining any United States or foreign
patent and all proper assignments thereof, at the Company’s expense and through
its patent counsel.  Each such invention,
improvement or discovery, whether or not patented, shall be the exclusive
property of the Company.


 


5.4                                 Noncompetition.  The parties
agree that the Company is engaged in: (a) the business of owning, managing
and operating gaming and casino facilities in the States of Missouri,
Mississippi, Iowa, Louisiana, Colorado, Florida, the United Kingdom and the
Bahamas, (b) seeking new gaming properties in additional jurisdictions,
and (c) all aspects of such gaming and casino operations (collectively,
the “Company’s Business”).  Employee
acknowledges that the Company would be adversely affected if he or she competes
with the Company, and, accordingly, Employee agrees that, during the Employment
Term and the one-year period thereafter, Employee shall refrain from carrying
on or engaging in a business similar to the Company’s Business, either
individually or jointly or on behalf of or in concert with any other person, as
a proprietor, partner, shareholder, investor, lender, financial backer,
director, officer, 


 

















 


employee, agent, advisor, consultant or
manager.  The provisions of this Section 5.4
shall apply to (a) any operation or facility located within a 75-mile
radius of any gaming operation or gaming facility owned by the Company, whether
in whole or in part, (b) any such operation or facility, which is not
owned by the Company but with respect to which the Company renders or proposes
to render consulting or management services, and (c) any of the foregoing
as to which the Company has taken any substantive step toward owning, in whole
or in part, or managing.  In each case,
such determination shall be made as of the date hereof and Employee’s
Termination Date.


 


5.5                                 Nonsolicitation.  During the
Employment Term and the six-month period thereafter, Employee shall not,
without the prior written consent of the Company, either directly or
indirectly, whether individually or jointly or on behalf of or in concert with
any other person, as a proprietor, partner, shareholder, investor, lender,
financial backer, director, officer, employee, agent, advisor, consultant or
manager, or in any other capacity or manner whatsoever, solicit, hire or
attempt to hire, enter into any contract or other arrangement with, or
interfere with, disrupt or attempt to interfere with or disrupt the Company’s
relationships with any person who is employed by the Company.  This Section 5.5 shall be applied in the
geographic areas described in Section 5.4 hereof and in any sales office,
regional office or the corporate headquarters of the Company.


 


5.6                                 Reasonable Terms.  By
execution below, Employee agrees that the geographic areas, duration and scope
of activities outlined in this Section 5 are reasonable.  Employee further agrees that (a) such
terms are no broader than necessary to protect the Company’s business, (b) such
terms are necessary to protect and maintain the Company’s interest in
Confidential Information with respect to which Employee has or shall have
access, and (c) such terms are not oppressive and will not impose an
unreasonable burden or restraint on Employee.


 


The
Company agrees that the provisions of this Section 5 shall not be
construed to prohibit the acquisition by Employee of less than 5% of any class
of securities issued by a publicly traded company.


 


5.7                                 Return of Company’s Property.  Upon termination or expiration of this
Agreement and the employment of Employee hereunder, for any reason, Employee or
his or her estate shall promptly return to the Company all of the property of
the Company, including, without limitation, access cards, keys and similar
items, automobiles, equipment, computers, fax machines, portable telephones,
printers, software, credit cards, manuals, customer lists, financial data,
letters, notes, notebooks, reports and copies of any of the above and any Confidential
Information that is in the possession or under the control of Employee, without
regard to the form thereof.  Employee, or
his or her estate, shall provide to the Company written certification that he
or she has complied with the provisions of this Section 5.7 not later than
fourteen days after his or her Termination Date or, in the event of Employee’s
death or Disability, such later time as the parties may mutually agree.


 


5.8                                 Indemnification.  The
Company shall indemnify and hold harmless Employee to the extent provided under
the Company’s organizational documents, from time to time, whether during the
Employment Term or after Employee’s Termination Date.


 


5.9                                 Survival.  Notwithstanding
any provision of this Agreement to the contrary, Employee and the Company
acknowledge that the restrictions and limitations set forth in this Section 5
shall survive the termination of this Agreement and Employee’s employment
hereunder for any reason.


 

















 


6.                                       General:


 


6.1                                 Specified Employee Delay.  In the event the Company determines that
Employee is a “specified employee” within the meaning of Code Section 409A
as of his or her Termination Date, then, notwithstanding any provision of this
Agreement to the contrary, the Company shall postpone until the first business
day of the seventh calendar month following Employee’s Termination Date (the “Delayed
Payment Date”) any payment or benefit hereunder which is deemed on account of
Employee’s separation from service and not otherwise permitted to be paid or
furnished in accordance with the provisions of Code Section 409A or the
guidance promulgated thereunder.   Any
payment made as of Employee’s Delayed Payment Date shall include the principal
amount of all payments suspended between Employee’s Termination Date and such
date.


 


6.2                                 Successors and Assigns.  This Agreement is binding upon and shall
inure to the benefit of the Company’s successors and assigns.  The Company may assign this Agreement in
connection with a merger, consolidation, assignment, sale or other disposition
of substantially all of its assets or business, without the consent of
Employee.  This Agreement may not be
assigned by Employee.


 


6.3                                 Modification and Waiver.  This Agreement may be amended by written
agreement signed by the parties hereto. 
The Company’s failure, or delay in exercising any right, or partial
exercise of any right will not waive any provision of this Agreement or
preclude the Company from otherwise or further exercising any rights or
remedies hereunder, including any other rights or remedies granted by any law
or any related document.


 


6.4                                 Governing Law.  This Agreement
shall be governed by the internal laws of the State of Missouri, without regard
to the conflicts of law provisions thereof.


 


6.5                                 Arbitration, Remedies and Attorneys’ Fees.  Any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, shall be
settled by binding arbitration administered by the American Arbitration
Association under its Commercial Arbitration Rules, and judgment on the award
rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.  Both the Company
and Employee hereby consent to this binding arbitration provision.


 


The parties agree that (a) if
Employee breaches any provision of this Agreement, the damage to the Company
may be substantial, although difficult to ascertain, and monetary damages may
not afford an adequate remedy, and (b) notwithstanding the provisions of
this Section 6.5, if Employee is in breach of any provision of this
Agreement, or threatens a breach of this Agreement, the Company shall be
entitled, in addition to all other rights and remedies as may be provided by
law, to seek specific performance and injunctive and other equitable relief,
including, but not limited to, restraining orders and preliminary and permanent
injunctions, to enforce the provision of this Agreement.  The parties expressly agree that the Company
has these specific and express rights to injunctive relief without posting
bond, and without the necessity of proving irreparable injury, and that
Employee expressly agrees not to claim in any such equitable proceedings that a
remedy at law is available to the Company. 
The existence of any claim or cause of action by Employee, whether
predicated on this Agreement or otherwise, shall not constitute a defense to
the enforcement by the Company or any of its Affiliates of any provision
hereof.  The Company’s remedies for
breach of this Agreement shall be cumulative and the pursuit of one remedy
shall not be deemed to exclude any other remedies.  The parties hereto 


 

















 


expressly agree that the Company shall be entitled
to recover damages for any loss sustained or right to which it has been
deprived, including any damages provided by law.


 


If any proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach
or default in connection with any of the provisions of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys’ fees and other costs incurred in that proceeding, in
addition to any other relief to which it may be entitled.


 


6.6                                 Severability and Reformation.  To the extent any provision of this Agreement
shall be invalid or unenforceable, it shall be considered deleted and the
remainder of such provision and this Agreement shall continue in full force and
effect.  In furtherance of the foregoing,
should the duration or geographical extent of, or business activities covered
by, any provision of this Agreement be in excess of that which is valid and
enforceable under applicable law, such provision shall be construed to cover
only the duration, extent or activities that is valid and enforceable.  Employee acknowledges the uncertainty of the
law in this respect, and expressly stipulates that this Agreement is to be
given the construction which renders its provisions valid and enforceable to
the maximum extent permitted under applicable law.


 


6.7                                 Entire Agreement.  This
Agreement contains the entire agreement and understanding by and between the
parties and supersedes and replaces any previous and contemporaneous oral
negotiations, commitments, writings and understandings concerning the matters
herein.


 


6.8                                 Notices.  All notices
and other communications required or permitted under this Agreement shall be in
writing and sent by certified or first class mail, postage prepaid, and shall
be deemed delivered upon hand delivery or upon mailing to the following address
(or such other address as may be furnished by a party hereto):


 


If to the Company:


Isle of Capri Casinos, Inc.


600 Emerson Drive, Suite 300


St. Louis, MO  63141


Attn: Senior Vice President,
Human Resources


 


If
to the Employee:


Employee’s
last address in Company’s personnel files


 


6.9                                 Employee’s Representation.  Employee represents and warrants to the
Company that the execution and delivery of this Agreement and the performance
of his or her duties and obligations hereunder shall not constitute a violation
of any other agreement to which Employee is a party.


 


6.10                           Taxes.  The Company
shall be entitled to withhold as a condition of any payment or benefit
described herein, any Federal, state or local taxes required by law to be
withheld.


 


6.11                           Review and Advice.  By
execution below, Employee represents and warrants that he or she has read this
Agreement and obtained independent advice concerning the terms and conditions
thereof.  Employee voluntarily executes
this Agreement with full knowledge of its terms and conditions and the rights
and obligations of the parties set forth herein.


 

















 


THIS EMPLOYMENT
AGREEMENT is executed in multiple counterparts, each of which
shall be deemed an original, as of the dates set forth below, to be effective
as provided above.


 


	
  Employee:

  	
   

  	
  Isle of
  Capri Casinos, Inc.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date

  	
   

  
						



 


 


NO:99842554.2


 

















 


EXHIBIT A


COMPENSATION
AND BENEFITS


 


The terms of this Exhibit A,
as it may be amended from time to time, are intended to form a part of that
certain employment agreement by and between Isle of Capri Casinos, Inc.
and its affiliates and the employee named below (the “Agreement”).


 


Name of Employee:


 


Date of this Exhibit:


 


Base Compensation:


 


Bonus Opportunity: