UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


Amendment
No. 1





[X]
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
fiscal year ended December 31, 2008





OR





[  ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934


For
      the transition period from ________________ to
      ________________
 
 Commission
      file number 1-12522


EMPIRE
      RESORTS, INC.(Exact
      name of registrant as specified in its charter)Delaware
            13-4141279(State
      or other jurisdiction of
              incorporation
      or organization)
            (I.R.S.
      Employer Identification No.)701
      N. Green Valley Parkway, Suite 200, Henderson, NV
    89074(Address
      of principal executive
      offices)                                                                           (Zip
      Code)Registrant’s
      telephone number, including area code (702)
  990-3355





Securities
      registered under Section 12(b) of the Act:Title
      of each class
              Name
      of each exchange on which registeredCommon
      Stock, $.01 par value per share
              Nasdaq
      Global MarketRights
      to Purchase Series A Junior Participating Preferred Stock
              Nasdaq
      Global Market5-1/2%
      Secured Convertible Notes Due 2014
              The
      PORTAL MarketSecurities
      registered under Section 12(g) of the Act:
                  None(Title
      of class)




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as
      defined in Rule 405 of the Securities Act.
                  Yes
      o No xIndicate
      by check mark if the registrant is not required to file reports pursuant
      to Section 13 or Section 15(d) of the Act.
                  Yes
      o No x
  
 Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the
      registrant was required to file such reports), and (2) has been subject to
      such filing requirements for the past 90 days.
                  Yes
      x No oIndicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K (§229.405 of this chapter) is not contained herein, and
      will not be contained, to the best of registrant’s knowledge, in
      definitive proxy or information statements incorporated by reference in
      Part III of this Form 10-K or any amendment to this Form
    10-K
                  o
 
 Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting
      company. See definitions of “large accelerated filer,” “accelerated
      filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
      (Check one):
 
 Large
      accelerated filer  o
                  Accelerated
      filer  xNon-accelerated
      filer  o
                  Smaller
      reporting company  o
 
 Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Act).
                  Yes
      o No x
 The
aggregate market value of the issuer’s common equity held by non-affiliates, as
of June 30, 2008 was $86,156,755, based on the closing price of the common stock
on the Nasdaq Global Market.
 
 As of March 12, 2009, there were
34,037,961 shares of the issuer’s common equity outstanding.
 
 DOCUMENTS
INCORPORATED BY REFERENCE
 
 None.








INDEX


EXPLANATORY PARAGRAPH
              1PART III
              
              2Item 11.  Executive
    Compensation.
              2PART IV
              
              13Item 15.  Exhibits and Financial Statement
      Schedules.
              13




i




EXPLANATORY
PARAGRAPH




The
purpose of this Amendment No. 1 on Form 10-K/A (the “Amendment”) is to amend
Part III of our previously filed Annual Report on Form 10-K for the year ended
December 31, 2008, filed with the Securities Exchange Commission on March 13,
2009 (the “Original Form 10-K”), to include information previously omitted in
reliance on General Instruction G to Form 10-K, which provides that registrants
may incorporate by reference certain information from a definitive proxy
statement prepared in connection with the election of directors. Empire Resorts,
Inc. (the “Company”) has determined to include such Part III information by
amendment of the Original Form 10-K rather than by incorporation by reference to
the proxy statement. Accordingly, Parts III and IV of the Original Form 10-K are
hereby amended as set forth below.




There are
no other changes to the Original Form 10-K other than those outlined above and
as set forth below. This Amendment does not reflect events occurring after the
filing of the Original Form 10-K, nor does it modify or update disclosures
therein in any way other than as required to reflect the amendment set forth
below. Among other things, forward-looking statements made in the Original Form
10-K have not been revised to reflect events that occurred or facts that became
known to us after the filing of the Original Form 10-K, and such forward looking
statements should be read in their historical context.




1




PART III




Item 11.
            Executive
      Compensation.




Compensation
Discussion and Analysis




Objectives
of Our Compensation Program




Our
compensation programs are intended to encourage executives and other key
personnel to create sustainable growth in value for our
stockholders.  In particular, the objectives of our programs are
to:




·
              Attract,
      retain, and motivate superior
talent;
  ·
              Ensure
      that compensation is commensurate with our performance and stockholder
      returns;
  ·
              Provide
      performance awards for the achievement of strategic objectives that are
      critical to our long term growth;
and
  ·
              Ensure
      that our executive officers and key personnel have financial incentives to
      achieve sustainable growth in stockholder
value.


Business
Strategy




Our 2009
business strategy for building sustainable growth in stockholder value remains
similar to the strategy we have employed for the past few years.  Key
components of the strategy are as follows:




·
              Improve
      our operating efficiencies to the point where we are once again
      profitable;
  ·
              Enter
      into strategic joint ventures which help drive our
  growth;
  ·
              Secure
      a Class III gaming license for a facility to be part of our existing New
      York operation; and
  ·
              Take
      advantage of opportunities which can help us
  grow.


Elements
of Our Executive Compensation Structure




Our
compensation structure consists of two tiers of remuneration.  The
first tier consists of base pay, and a suite of retirement, health, and welfare
benefits.  The second tier consists of both short and long term
incentive compensation.




Base pay
and benefits are designed to be sufficiently competitive to attract and retain
world class executives.




Our short
term incentive plan provides for cash bonuses to be paid to executives based on
individual and corporate performance.




Commencing
in 2008, the Compensation Committee began to implement preset goals, and amounts
of short term incentive which will be paid for achieving those goals. Efforts to
establish such goals and incentives are continuing.




No
bonuses were paid with respect to the 2007 or 2008 fiscal years. A bonus of
$10,000 was paid in 2007 to our Chief Compliance Officer with respect to the
2006 fiscal year.  No other bonuses were paid with respect to the 2006
fiscal year.




2




Our long
term incentive plan provides for awards of stock options, restricted stock, and
other equity based incentives. These are designed to reward executives for the
achievement of longer term objectives which result in an increase in share
value.




Reasons
for the Current Incentive Plan Structure




In 2009,
the Company will continue to focus on our racing and video gaming businesses and
we will continue to pursue property development opportunities through strategic
alliances.  In addition, we will continue to pursue a Class III gaming
license.  If successfully pursued, this strategy will eventually
result in the creation of additional and sustainable share value.




Our short
term incentive plan will reward executives for the achievement of milestones
which are critical to our business strategy, coupled with cost cutting and other
ways of improving our operating efficiency.  Bonuses will only be paid
to the extent objectives are achieved and the operating performance of the
Company so warrants.




Awards
outstanding under the long term incentive plan currently consist of stock
options, as well as restricted stock.  In future years, we may also
make grants of other equity based awards.  The long term incentive
plan is designed to reward executives for increasing long term share
value.  This will be accomplished by the successful execution of the
Company’s business objectives, coupled with the consistent achievement of
profitability goals.  The long term incentive plan will keep
executives focused on both revenue and profit growth, and it can potentially be
a very significant source of compensation for executive officers in the long
term.




How
We Determine to Pay What We Pay




Our cash
compensation policy is based on:




·
              The
      Company’s philosophy of providing significant pay at
  risk
  ·
              Internal
      equity
  ·
              Individual
      and corporate performance


In
setting base pay, the Compensation Committee pays at a level which is necessary
to attract and retain the level of talent it needs.  Compensation for
the Company’s chief executive officer (“CEO”), whose employment with the Company
terminated on April 13, 2009, and chief financial officer (“CFO”), whose
employment with the Company will terminate on June 30, 2009, was first set in
their three year employment contracts, entered into on May 23,
2005.  The employment contracts state that the Compensation Committee
shall review base pay annually, and make upward adjustments, as it deems
appropriate.  The CEO’s salary was set at $500,000, and it stayed at
that level since the inception of the employment contract.  The CFO’s
salary was set at $275,000 in his employment contract.  In 2007, the
Compensation Committee exercised its discretion and raised the CFO’s base pay
from $275,000 to $310,000.  These employment agreements expired on
June 23, 2008.




Exceptional
individual and corporate performance is rewarded via the annual bonus program,
and is not reflected in base pay.  The Compensation Committee pays
close attention to internal equity when it sets pay.  In particular,
it takes into account the relative value of its individual executive officer
jobs, as well as the value of the jobs immediately below the executive officer
level.  Periodically, the Compensation Committee references base pay
practices at public companies of a similar size, to help ensure base pay remains
broadly within a competitive range.




In the
future, the Compensation Committee intends to set annual cash bonus opportunity
by (1) setting predetermined goals connected to the Company’s business strategy,
and (2) specifying the amount of bonus which will be paid if the Company
achieves some or all of those goals.  In setting the annual cash bonus
opportunity, the Compensation Committee will abide by the philosophy that cash
bonuses might be substantial if individual and corporate performance reaches
predetermined levels.  In recent years, material cash bonuses have not
been paid, because corporate performance has not warranted it.




3




Overall,
our cash compensation practices reflect our long held philosophy that annual
cash compensation shall consist of (1) base pay at the level to attract and
retain the caliber of talent we need and (2) bonus compensation which is
entirely performance based.




Our
Compensation Committee takes into account several factors in determining the
level of long term incentive opportunity to grant to our executive
officers.  In 2008, the Compensation Committee took the following
factors into account




·
              Individual
      executive performance;
  ·
              Equity
      compensation grants which have been granted
  previously;
  ·
              The
      effect of equity compensation grants on fully diluted earnings per
      share;
  ·
              Each
      executive officer’s portion of the total number of options being granted
      to employees in fiscal 2008; and
  ·
              The
      level of grants necessary to keep our executive officers focused and
      motivated in the coming year.


In
considering the level of option grants required to keep our executive officers
focused and motivated, the Compensation Committee periodically makes reference
to equity compensation practices at similar sized public
companies.  However, no effort is made to make grants at a particular
percentile of the market range.




In
February 2008, the Compensation Committee retained Denver Management Advisors,
Inc. to provide market data and recommendations to the Compensation Committee
regarding compensation for executive officer positions.




Policy
for Allocating Between Long Term and Current Compensation




Our
policy for allocating between long term and current compensation for our
executive officers is as follows:




·
              We
      expect that in the long run the bulk of total compensation paid to
      executive officers will come from stock options and other equity based
      long term incentives.  Executive officers would only enjoy
      rewards to the extent they create commensurate value for stockholders.
      This would be in keeping with our philosophy of utilizing executive
      compensation to create sustained increases in value for our
      stockholders.
  ·
              We
      recognize that to create sustainable increases in share value, increases
      in growth and profitability are necessary.  Accordingly, it is
      our intention to provide competitive cash bonus
      opportunities.  However, annual bonuses will only be paid to the
      extent short term objectives are achieved or
  exceeded.
  ·
              Finally,
      we recognize that in order to attract and retain the kind of talent
      necessary to build share value, we must pay competitive base salary and
      benefits.


Benchmarking
of Compensation




Our
compensation philosophy does not include an effort to pay executive officers at
a particular percentile of the market range.  Accordingly, we did not
select a group of peer companies with an eye toward using their executive
officer pay as a benchmark against which to set our compensation.  As
stated above, we take several factors into account in determining base pay,
short term incentive opportunity, and long term incentive opportunity, including
individual and corporate performance, changes in position responsibility, and
internal equity.




4




Nevertheless,
we understand that there are several companies which are competitors for
executive officer talent, and we view it as useful to examine their pay
practices from time to time.  In the course of determining cash
compensation for our executive officers in 2008, we looked at publicly traded
gaming companies.   For purposes of determining long term
incentive grants, we looked at practices in a wide variety of companies, both in
and outside of the industry.  For the limited purpose of the analysis
set forth below, the compensation paid to the executive officers of these
positions is referred to as “market”.




Based on
our review of the data, it appeared that all of our executive officers, other
than our former CEO, were at, or slightly below, the midpoint of the market
range, when base salary, bonus opportunity, and long term incentives were taken
into account.




Long
Term Incentive Opportunity – Basis for Reward and Downside Risk




To date,
the Compensation Committee has awarded stock options and restricted stock under
our 2004 Stock Option Plan and the 2005 Equity Incentive Plan.  The
Compensation Committee may consider using other equity based incentives in the
future.  Options bear a relationship to the achievement of our long
term goals in that they increase in value as our stock increases in
value.




Our
executive officers are exposed to downside risk through the shares of the
Company they own outright and/or through the options they
hold.  Declines in the stock price will result in the shares they hold
outright becoming less valuable, and the options becoming less valuable, or
worthless.




The
Compensation Committee carefully evaluates the cost of options and restricted
stock it grants to its executive officers, in terms of their impact on fully
diluted earnings per share.  The Compensation Committee will continue
to evaluate the cost of options and other forms of equity compensation against
the benefit those vehicles are likely to yield in building sustainable growth in
stockholder value.




Equity
Grants and Market Timing




We do not
grant options in coordination with the release of material, non-public
information, and we do not intend to adopt such a practice in the
future.  During 2008, annual awards of stock options to our executive
officers and key employees were usually made at regularly scheduled Compensation
Committee meetings.   Exceptions would include grants made to new
hires, grants made as a result of promotions, and other extraordinary
circumstances.




We have
properly accounted for all of our option grants.  When we award
options and set the exercise price, the exercise price is based on the fair
market value of our stock on the grant date.  Our 2005 Equity
Incentive Plan defines “fair market value” as the closing price of publicly
traded shares of Stock on the principal securities exchange on which shares of
stock are listed, or on the NASDAQ Stock Market (if shares are regularly quoted
on the NASDAQ Stock Market), or, if such bid and asked prices shall not be
available, as reported by any nationally recognized quotation service selected
by the Company or as determined by the Compensation Committee in a manner
consistent with the provisions of United States Internal Revenue Code of 1986,
as amended (the “Code”).




Specific
Forms of Compensation and the Role of Committee Discretion




In the
past, the Compensation Committee has retained the discretion to review executive
officer base pay, and to make increases based on executive performance and
market norms. The Compensation Committee has also recommended increases when
executives have been promoted, or their responsibilities have otherwise been
expanded.   In addition, the Compensation Committee has retained
the discretion to make long term incentive grants based on several factors
detailed in this Compensation Discussion and Analysis.  The
Compensation Committee intends to retain the discretion to make decisions about
executive officer base compensation and certain levels of stock option grants
and restricted stock grants without predetermined performance goals or
metrics.




The
Compensation Committee retains its right to make future grants of options,
restricted stock, or other equity compensation based on Company and individual
performance.  At this time, it has not been determined whether it
would exercise discretion to increase or reduce the size of an award or payout
if the performance goals are met, or pay all or any portion of an award or
payout despite the performance goals not being met.




5




In the
past, the Compensation Committee has retained the discretion to pay individual
bonuses to the Chief Executive Officer and Named Executive Officers, based on
corporate and individual performance.  The determination whether a
bonus was paid, as well as the amount, was left to the discretion of the
Compensation Committee.  The Chief Compliance Officer was paid $10,000
for her 2006 individual performance.  No bonuses were paid to the
Chief Executive Officer or to Named Executive Officers with respect to the 2008
or 2007 fiscal years.




In the
future, the Compensation Committee intends to set predetermined goals, as well
as predetermined bonus amounts for achieving such goals.  These goals
will be set as early as possible in the fiscal year for which the bonus is to be
paid.




How
Individual Forms of Compensation are Structured and Implemented to Reflect the
Named Executive Officers’ Individual Performance and Contribution.




We are
engaged in a concerted strategic effort to increase revenue, profit, and
operating efficiency.  The CEO and the Named Executive Officers work
as a team to accomplish these goals.  Their base pay, annual bonus
opportunity, and respective long term incentive opportunity reflect their
individual contribution to the Company and market practices.




In July
2008, the CFO received an option grant for 50,000 shares which vest over a three
year period and the Chief Compliance Officer received an option grant for 12,500
shares which vest over three years.  These grants were made pursuant
to the Company’s 2005 Equity Incentive Plan.  The amount of each
individual grant reflects the Compensation Committee’s assessment of each
individual’s contribution. As of the end of fiscal 2008, none of the July 2008
option grants were in the money.




Policies
and Decisions Regarding Adjustment or Recovery of Awards or Payments if Relevant
Performance Measures are Restated or Adjusted




We have
not previously needed to adjust or recover awards or payments because relevant
performance measures were restated or adjusted.  If this occurred, we
expect that we would take steps legally permissible to adjust or recover awards
or payments in the event relevant performance measures upon which they were
based were restated or otherwise adjusted in a manner that would reduce the size
of an award or payment.




Factors
Considered in Decisions to Increase or Decrease Compensation
Materially




During
the tenure of the current Compensation Committee, the Company has not previously
materially increased or decreased compensation.  We expect that the
primary factor we would consider in such a case is a clear, sustained market
trend.




Impact
that Amounts Received or Realizable From Previously Earned Compensation Have on
Other Compensation




We
maintain no compensation plan programs where gains from prior compensation would
directly influence amounts currently earned.  The only factor where
gains from prior awards are considered is where the Compensation Committee
determines the appropriate size of long term incentive grants.




Impact
of Accounting and Tax Treatment on Various Forms of Compensation




We take
the impact of accounting and tax treatment on each particular form of
compensation into account.  Our incentive payments are designed so
that they are deductible under Section 162(m) of the Code.  We closely
monitor the accounting treatment of our equity compensation plans, and in making
future grants, we expect to take the accounting treatment into
account.




6




Ownership
Requirements and Policies Regarding Hedging Risk in Company’s Equity
Securities




Since a
significant ownership stake in the Company by its directors and executive
officers leads to a stronger alignment of interests with stockholders, the Board
has encouraged stock ownership by non-employee directors and executive officers.
However, there are currently no share ownership guidelines in
place.




Our
executive officers are not allowed to make a short sale of stock, which we
define as any transaction whereby one may benefit from a decline in our stock
price.




The
Role of Executive Officers in Determining Compensation




In early
2008, our CEO supplied the Compensation Committee with his thoughts on what the
personal goals of the Named Executive Officers should be, for purposes of the
2008 annual incentive plan.  The CEO also apprised the Compensation
Committee with his assessment of the performance of the Named Executive Officers
in 2007, and the Committee took this information into account, among other
information, in setting their base pay for 2008.




At the
close of 2008, the CEO supplied the Compensation Committee with similar input,
regarding 2008 performance of the Named Executive Officers, as well the CEO’s
thoughts on individual objectives for the 2009 annual incentive
plan.




Other
than the input supplied above, neither the CEO nor any Named Executive Officer
has played any role in determining executive officer compensation.




7




Summary
Compensation Table




The
following table sets forth all information concerning the compensation received,
for the fiscal year ended December 31, 2008, for services rendered to us by
David P. Hanlon, our former chief executive officer, Ronald J. Radcliffe, our
chief financial officer, and each of our three other most highly compensated
executive officers.




SUMMARY
COMPENSATION TABLE




Name
      and Principal Position
              Year
              
              Salary
      ($)
              
              Bonus
      ($)
              
              Stock
      Awards ($)
                  (1)
              
              Option
      Awards ($)
                  (1)
              
              All
      Other
                  Compensation
      ($)
                  (2)
              
              Total
      ($)David
      P. Hanlon (3)Chief
      Executive Officer
              2008
              
              
              500,000
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              30,875
              
              
              
              530,8752007
              
              
              500,000
              
              
              
              -
              
              
              
              109,411
              
              
              
              389,762
              
              
              
              9,000
              
              
              
              1,008,1732006
              
              
              500,000
              
              
              
              -
              
              
              
              529,633
              
              
              
              1,377,829
              
              
              
              8,800
              
              
              
              2,416,262Cliff
      A. EhrlichExecutive
      Vice Presidentand
      Gen. Mgr. – MRMI
              2008
              
              
              178,077
              
              
              
              -
              
              
              
              -
              
              
              
              49,854
              
              
              
              7,123
              
              
              
              235,054Ronald
      J. Radcliffe (4)Chief
      Financial Officer
              2008
              
              
              310,000
              
              
              
              -
              
              
              
              -
              
              
              
              169,902
              
              
              
              9,200
              
              
              
              489,1022007
              
              
              295,596
              
              
              
              -
              
              
              
              -
              
              
              
              324,766
              
              
              
              9,000
              
              
              
              629,3622006
              
              
              275,000
              
              
              
              -
              
              
              
              -
              
              
              
              352,269
              
              
              
              8,800
              
              
              
              636,069Hilda
      ManuelSr.
      VP for Native American Affairs
              2008
              
              
              180,000
              
              
              
              -
              
              
              
              -
              
              
              
              69,333
              
              
              
              5,200
              
              
              
              254,5332007
              
              
              180,000
              
              
              
              10,000
              
              
              
              -
              
              
              
              146,272
              
              
              
              5,400
              
              
              
              341,6722006
              
              
              160,192
              
              
              
              -
              
              
              
              -
              
              
              
              159,724
              
              
              
              2,000
              
              
              
              321,916Charles
      DegliominiSenior
      Vice President,Governmental
      Relations and Corporate Communications
              2008
              
              
              220,000
              (5)
              
              
              -
              
              
              
              -
              
              
              
              174,274
              
              
              
              -
              
              
              
              394,274




(1)
              These
      amounts represent the dollar amount recognized for financial reporting
      purposes for the years ended December 31, 2008, December 31, 2007 and
      December 31, 2006, as applicable, for the value of prior year and current
      year grants of restricted stock and stock options allocable to that year
      and are computed in accordance with SFAS No. 123R.  Please see
      Notes B and I to our consolidated financial statements contained in our
      Form 10-K for the fiscal year ended December 31, 2008 for more information
      on these issues.
 (2)
              These
      amounts reflect the Company matching contributions associated with amounts
      contributed by the individuals to our 401(k) benefit plan and the cost of
      a life insurance policy for Mr. Hanlon in 2008.  See Note L to
      our consolidated financial statements contained in our Form 10-K for the
      fiscal year ended December 31, 2008 for more information on the 401(k)
      plan.
 (3)
              On
      April 13, 2009, Mr. Hanlon entered into a separation agreement with the
      Company pursuant to which Mr. Hanlon’s employment with the Company
      terminated as of April 13, 2009.
 (4)
              On
      April 14, 2009, Mr. Radcliffe tendered his resignation, effective June 30,
      2009.  Mr. Radcliffe and the Company entered into a separation
      agreement with respect to Mr. Radcliffe’s
  resignation.
 (5)
              Represents
      payments made to Mr. Degliomini pursuant to a consulting
      agreement.





8




Grant
of Plan-Based Awards




The
following table sets forth information concerning grants of plan-based awards
made by us during 2008, to each of the named executive officers:




Name
              
              Grant
      Date
              
              
              All
      Other Option Awards:
                  Number
      of Securities Underlying Options
              
              Exercise
      or Base Price of Option Awards ($)
              
              Grant
      Date Fair Value of Stock and Option Awards ($)
(1)David
      P. Hanlon
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Ronald
      J. Radcliffe
              
              7/21/08
              
              
              
              50,000
              
              
              
              2.98
              
              
              
              116,500Hilda
      Manuel
              
              7/21/08
              
              
              
              12,500
              
              
              
              2.98
              
              
              
              29,125Charles
      Degliomini
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Cliff
      A. Ehrlich
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -








(1)
            These
      amounts reflect the aggregate grant date fair value of options granted in
      the year ended December 31, 2008 under our 2005 Equity Incentive Plan
      computed in accordance with SFAS No. 123R.  Please see Notes B
      and I to our consolidated financial statements contained in our Form 10-K
      for the fiscal year ended December 31, 2008 for more
      information.





Narrative
Disclosure to Summary Compensation Table and Grants of Plan-Based Awards
Table




Employment
Agreements




On May
23, 2005, we entered into an employment agreement with David P. Hanlon which set
forth terms and provisions governing Mr. Hanlon’s employment as our former Chief
Executive Officer and President.  This agreement provided for an
initial term of three years at an annual base salary of $500,000.  In
addition, Mr. Hanlon was entitled to participate in any annual bonus plan or
equity based incentive programs maintained by us for our senior
executives.  In connection with his employment, Mr. Hanlon received an
option grant of a 10-year non-qualified stock option to purchase 1,044,092
shares of our Common Stock pursuant to the 2005 Equity Incentive Plan, subject
to stockholder approval, at an exercise price per share of $3.99, vesting 33% 90
days following the grant date, 33% on the first anniversary of the grant and 34%
on the second anniversary of the grant, which approval was received on August
17, 2005.  We also granted Mr. Hanlon 261,023 restricted shares,
pursuant to our 2005 Equity Incentive Plan, vesting 33% on the grant date, 33%
on the first anniversary of grant, and 34% on the second anniversary of the
grant.  We agreed to provide certain benefits to Mr. Hanlon, including
maintaining a term life insurance policy on the life of Mr. Hanlon in the amount
of $2,000,000 and reimbursement for relocation expenses and expenses for
temporary housing.




On May
23, 2005, we entered into an employment agreement with Ronald J. Radcliffe which
set forth terms and provisions governing Mr. Radcliffe’s employment as our Chief
Financial Officer.  This agreement provided for an initial term of
three years at an annual base salary of $275,000.  In addition, Mr.
Radcliffe was entitled to participate in any annual bonus plan or equity based
incentive programs maintained by us for our senior executives.  In
connection with his employment, Mr. Radcliffe received an option grant of a
10-year non-qualified stock option to purchase 150,000 shares of our Common
Stock pursuant to our 2005 Equity Incentive Plan, subject to stockholder
approval, at an exercise price per share of $3.99, vesting 33% 90 days following
the grant date, 33% on the first anniversary of the grant and 34% on the second
anniversary of the grant, which approval was obtained on August 17,
2005.




9




On May
23, 2008, we entered into amendments to the employment agreements with Mr.
Hanlon and Mr. Radcliffe, pursuant to which the initial term of each agreement
was extended from May 23, 2008 to June 23, 2008. The agreements expired on June
23, 2008.




On April
13, 2009, Mr. Hanlon entered into a separation agreement with the Company
pursuant to which Mr. Hanlon’s employment with the Company terminated as of
April 13, 2009. On April 14, 2009, Mr. Radcliffe tendered his resignation,
effective June 30, 2009.




Outstanding
Equity Awards at Fiscal Year-End




The
following table sets forth information concerning the outstanding equity awards
of each of the named executive officers as of December 31, 2008:




Option
      AwardsName
                
                Number
      of
                    Securities
      Underlying
                    Unexercised
      Options:
                    Exercisable
                
                
                Number
      of
                    Securities
                    Underlying
                    Unexercised
                    Options:
      Unexercisable
                
                
                Option
      Exercise
                    Price
      ($)
                
                Option
                    Expiration
                    DateDavid
      P. Hanlon
                
                
                7,500
                
                
                
                -
                
                
                
                7.00
                
                8/15/13
      (1)5,000
                
                
                
                -
                
                
                
                11.97
                
                3/24/14
      (2)10,000
                
                
                
                -
                
                
                
                8.51
                
                1/7/10
      (3)1,044,092
                
                
                
                -
                
                
                
                3.99
                
                5/23/15
      (4)Ronald
      J. Radcliffe
                
                
                120,000
                
                
                
                -
                
                
                
                3.99
                
                5/23/15
      (5)60,000
                
                
                
                -
                
                
                
                5.53
                
                8/10/16
      (6)26,667
                
                
                
                13,333
                
                
                
                7.40
                
                5/24/17
      (10)16,667
                
                
                
                33,333
                
                
                
                2.98
                
                7/21/13
      (12)Hilda
      Manuel
                
                
                30,000
                
                
                
                -
                
                
                
                8.26
                
                3/18/15
      (8)8,500
                
                
                
                -
                
                
                
                6.75
                
                12/16/15
      (7)33,334
                
                
                
                -
                
                
                
                5.53
                
                8/10/16
      (9)3,333
                
                
                
                6,667
                
                
                
                8.74
                
                1/30/17
      (11)4,167
                
                
                
                8,333
                
                
                
                2.98
                
                7/21/13
      (12)Clifford
      A. Ehrlich
                
                
                25,000
                
                
                
                -
                
                
                
                6.75
                
                12/16/15
      (7)20,000
                
                
                
                10,000
                
                
                
                5.53
                
                8/10/16
      (13)Charles
      Degliomini
                
                
                50,000
                
                
                
                -
                
                
                
                6.75
                
                12/16/15
      (7)25,000
                
                
                
                50,000
                
                
                
                7.40
                
                5/24/17
      (14)







Unless
otherwise noted, option grants have a term of ten years.  Grants to
Mr. Hanlon prior to May 23, 2005 were made to him in his capacity as a
Director.




(1)
              Granted
      and vested 8/5/03.
 (2)
              Granted
      and vested 3/24/04.
 (3)
              Granted
      and vested 1/7/05 – five year
term.


(4)
            Grant
      date 5/23/05 effective upon stockholder approval received on 8/17/05;
      vesting 33% 90 days after grant, 33% one year after grant and 34% two
      years after grant.


(5)
            Total
      options granted 5/23/05 – 150,000 effective upon stockholder approval
      received on 8/17/05; vesting 33% 90 days after grant, 33% one year after
      grant and 34% two years after grant.  Options for 30,000 shares
      exercised on December 20, 2006.


(6)
            Grant
      date 8/10/06; vesting 33.3% 90 days after grant, 33.3% one year after
      grant and 33.4% two years after
grant.


(7)
            Grant
      date 12/16/05; vesting 33.3% one year after grant, 33.3% two years after
      grant and 33.4% three years after
grant.


(8)
              Grant
      date 3/18/05; vesting one year after
grant.
  10


(9)
            Grant
      date 8/10/06; vesting 33.3% 90 days after grant, 33.3% one year after
      grant and 33.4% two years after
grant.


(10)
            Grant
      date 5/24/07; vesting 33.3% on date of grant, 33.3% one year after grant
      and 33.4% two years after grant.


(11)
            Grant
      date 1/30/07; vesting 33.3% one year after grant, 33.3% two years after
      grant and 33.4% three years after
grant.


(12)
            Grant
      date 7/21/08; vesting 33.3% 90 days after grant, 33.3% one year after
      grant and 33.4% two years after
grant.


(13)
            Grant
      date 8/10/06; vesting 33.3% one year after grant; 33.3% two years after
      grant and 33.4% three years after
grant.


(14)
            Grant
      date 5/24/07; vesting 33.3% one year after grant; 33.3% two years after
      grant and 33.4% three years after
grant.





Option
Exercises and Stock Vested




The
following table sets forth information concerning the exercising of stock
options of each of the named executive officers in the fiscal year ended
December 31, 2008:







Option
      Awards
              
              
              Stock
      AwardsName
              
              Number
      of Shares Acquired on Exercise
              
              
              Value
      Realized on Exercise ($)
              
              
              Number
      of Shares Acquired on Vesting
              
              
              Value
      Realized on Vesting ($)David
      P. Hanlon
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Ronald
      J. Radcliffe
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Charles
      Degliomini
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Clifford
      A. Ehrlich
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Hilda
      Manuel
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -





Director
Compensation




Directors
who are also our officers are not separately compensated for their service as
directors.  Our non-employee directors received the following
aggregate amounts of compensation for 2008.




Name
              
              Fees
      Paid in Cash ($)
              
              
              Option
      Awards ($)
              
              Total
      ($)John
      Sharpe
              
              
              56,500
              
              
              
              22,445
              (1)(2)
              
              
              78,945Bruce
      Berg (6)
              
              
              2,000
              
              
              
              51,976
              (1)(3)
              
              
              53,976Ralph
      J. Bernstein
              
              
              -
              
              
              
              -
              
              
              
              -Frank
      Catania
              
              
              26,500
              
              
              
              22,445
              (1)(2)
              
              
              48,945Paul
      A. deBary
              
              
              46,750
              
              
              
              22,445
              (1)(2)
              
              
              82,66213,467
              (1)(4)Robert
      H. Friedman
              
              
              13,500
              
              
              
              22,445
              (1)(2)
              
              
              35,945Richard
      L. Robbins
              
              
              27,000
              
              
              
              22,445
              (1)(2)
              
              
              49,445James
      Simon
              
              
              27,000
              
              
              
              22,445
              (1)(2)
              
              
              49,445Kenneth
      Dreifach (7)
              
              
              -
              
              
              
              32,063
              (1)(5)
              
              
              32,063





(1)
            Grant
      date aggregate fair value of options granted in the year ended December
      31, 2008 under our 2005 Equity Incentive Plan computed in accordance with
      SFAS No. 123R.  Please see Notes B and I to our consolidated
      financial statements contained in our Form 10-K for the fiscal year ended
      December 31, 2008 for more
information.


(2)
              Grant
      date 1/15/08; securities underlying options – 10,000 with 10 year term and
      15,000 with a 5 year term.
 (3)
              Grant
      date 7/02/08; securities underlying options – 15,000 with 10 year term and
      7,500 with a 5 year term.
 (4)
              Grant
      date 1/15/08; securities underlying options – 15,000 with 10 year
      term.
 (5)
              Grant
      date 11/10/08; securities underlying options - 15,000 with 10 year term
      and 3,750 with a 5 year term.
 (6)
              Bruce
      Berg joined the Board on July 2,
2008.
 (7)
              Kenneth
      Dreifach joined the Board on November 11,
2008.




11





Cash
Compensation




During
2008, each non-employee member of the Company’s Board of Directors received
$1,000 per meeting attended in person and $500 per meeting attended
telephonically.  Directors that also serve on committees of the Board
of Directors receive an additional $1,000 per committee meeting attended in
person and $500 per meeting attended telephonically.  The chairman of
the audit committee receives an additional annual payment of
$25,000.




Stock
Compensation




Each
non-employee member of the Company’s Board of Directors receives an annual grant
of options to purchase 25,000 shares of the Company’s Common Stock at the Common
Stock’s then current fair market value, and since August 2003 each newly elected
or appointed non-employee director received a one time grant of an option to
purchase 15,000 shares of the Company’s Common Stock at the Common Stock’s then
current fair market value.  For 2008, Ralph J. Bernstein waived his
right to receive such options. All stock options granted to the members of the
Company’s Board of Directors vest immediately, except for the options issued in
lieu of the annual cash compensation in 2008, where such options vested 25% on
the grant date, 25% three months after the grant date, 25% six months after the
grant date and 25% nine months after the grant date.  The chairman of
the audit committee receives an additional annual grant of an option to purchase
15,000 shares of the Company’s Common Stock.




Chairman
Compensation




On May
23, 2005, the Company’s Board of Directors ratified the compensation committee’s
approval of compensation of $50,000 per year for the position of non-executive
Chairman of the Board and a grant of an option to purchase 50,000 shares of the
Company’s Common Stock vesting immediately with a term of 10 years at the
initiation of service for any new non-executive Chairman of the
Board.  John Sharpe, who became the Company’s Chairman of the Board on
such date, abstained from all votes of the Board of Directors related to the
establishment of this compensation.




Compensation
Committee Interlocks and Insider Participation




There
were no transactions between any member of the Compensation Committee and the
Company during the fiscal year ended December 31, 2008.  No member of
the Compensation Committee was an officer or employee of the Company or any
subsidiary of the Company during fiscal 2008.




Compensation
Committee Report




The
Compensation Committee of the Company has reviewed and discussed the
Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K
with management and, based on such review and discussions, the Compensation
Committee recommended to the Board that the Compensation Discussion and Analysis
be included in this Annual Report on Form 10-K/A.




Compensation
Committee Members:


James
Simon, Chairman


Ralph J.
Bernstein


Paul A.
deBary




12





PART IV







Item 15.
            Exhibits
      and Financial Statement Schedules.




Exhibits




31.1
            Section
      302 Certification of Principal Executive Officer.31.2
            Section
      302 Certification of Principal Financial
  Officer.




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.




EMPIRE
      RESORTS, INC.By:
                /s/
      Charles
      DegliominiName:
                Charles
      DegliominiTitle:
                Senior
      Vice President, Governmental Relations and Corporate
      CommunicationDate:
                April
      30, 2009





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




Signature
                                                        
                                                        Title
                                                        
                                                        Date/s/
      Charles
      Degliomini
                                                        
                                                        Senior
      Vice President, Governmental Relations and Corporate Communication
      (Principal Executive Officer)
                                                        
                                                        April
      30, 2009Charles
      Degliomini/s/
      Ronald
      J. Radcliffe
                                                        
                                                        Chief
      Financial Officer (Principal Accounting and Financial
    Officer)
                                                        
                                                        April
      30, 2009Ronald
      J. Radcliffe/s/
      Bruce
      Berg
                                                        
                                                        Director
                                                        
                                                        April
      30, 2009Bruce
      Berg/s/
      Ralph
      J. Bernstein
                                                        
                                                        Director
                                                        
                                                        April
      30, 2009Ralph
      J. Bernstein/s/
      Louis
      Cappelli
                                                        
                                                        Director
                                                        
                                                        April
      30, 2009Louis
      Cappelli/s/
      Paul
      A. deBary
                                                        
                                                        Director
                                                        
                                                        April
      30, 2009Paul
      A. deBary/s/
      James
      Simon
                                                        
                                                        Director
                                                        
                                                        April
      30, 2009James
      Simon
  13