**Exhibit10.19**

** **

**EMPLOYMENTAGREEMENT**

 

**THISEMPLOYMENT AGREEMENT** (the “Agreement”) is made and entered into by andbetween 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 Companyand/or an affiliated employer of the Company shall employ and retain Employeeas its ** **or in such other capacity orcapacities as may be mutually agreed upon from time to time, and Employeeagrees to be so employed, subject to the terms and conditions set forthherein.  Employee’s duties andresponsibilities shall be those assigned to him or her by                  to whom Employee shall report.  Employeeagrees to discharge such duties in a reasonable and customary manner.

 

1.2                                 **Affiliated Employer. **Employeeacknowledges that he or she may perform services for the benefit of or beemployed by an affiliate of the Company. Employee agrees that any reference to the Company herein shall be deemedto 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 tothe Company, any such affiliate and any other affiliate of the Company.

 

1.3                                 **Full Time and Attention. **Employee agreesthat he or she will devote his or her full time and attention to theperformance of his or her duties hereunder. Employee will not, without the prior written consent of the Company beengaged, whether or not during normal business hours, in any other business orprofessional activity, whether or not such activity is pursued for gain, profitor other pecuniary advantage.

 

1.4                                 **Term. **Employee’semployment shall commence as of             (the “Effective Date”) and shall continue for a series of successive one-yearterms, unless earlier terminated as provided in Sections 3 or 4 hereof (theperiod during which Employee is employed hereunder referred to as the “EmploymentTerm”).

 

2.                                       **Compensation and Benefits:**

 

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

 

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

 

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12-monthperiod following such date, in accordance with the Company’s regular pay datepractices;

 

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

 

c.                                       A monthlyamount equal to the Company’s portion of Employee’s premium or similarcontribution required under the Company’s group medical plan as an activeemployee, such amount to be (i) based upon Employee’s level of enrollmentin such plan as of his or her Termination Date, (ii) paid during the12-month period following Employee’s Termination Date or until Employee’scoverage ceases in accordance with Section 4980B of the Internal RevenueCode of 1986, as amended (the “Code”), if earlier, and (iii) contingentupon Employee’s timely election to continue his or her coverage under theCompany’s group medical plan in accordance with Code Section 4980B.

 

3.2                                 **Termination on Account of Death or Disability. **If Employee dies or becomesDisabled during the Employment Term, this Agreement and Employee’s employmenthereunder shall terminate.   In suchevent, the Company shall pay or provide to Employee (or to his or her estate) (a) theamount of any accrued but unpaid Base Compensation, (b) Basic Severance,and (c) any other amount or benefit to which Employee may be entitledunder a separate plan, policy or program maintained by the Company.  Employee shall be deemed “Disabled” hereunderif he or she is (a) unable to engage in any substantial gainful activitydue to a medically-determinable physical or mental impairment that can beexpected to result in death or to last for a continuous period of at least 12months, or (b) receiving benefits under the Company’s separate long-termdisability plan for a period of at least three months as a result of amedically-determinable physical or mental impairment. The Company shall certifywhether Employee is Disabled as defined herein.

 

3.3                                 **Termination on Account of Employee’s Voluntary Resignation. **Employee may terminate thisAgreement and his or her employment hereunder, upon 30 days prior writtennotice to the Company or such shorter period as may be agreed upon by theparties hereto.  In such event, theCompany 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 berequired under a separate plan, policy or program maintained by the Company oras may be required by law to be provided.

 

IfEmployee voluntarily terminates this Agreement and his or her employmenthereunder on or after the date on which he or she attains age 65 and completesthree years of service with the Company, then notwithstanding any provision ofany plan, policy, contract or arrangement to the contrary, he or she shallreceive the following amounts and benefits, in addition to any amount orbenefit payable under a separate plan, policy or program maintained by theCompany:

 

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

 

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

 

c.                                       A monthlyamount equal to the Company’s portion of Employee’s premium or similarcontribution under the Company’s group medical plan, such amount to be (i) basedupon Employee’s level of enrollment in the Company’s group medical plan as ofhis or her Termination Date, (ii) paid during the 12-month periodfollowing Employee’s Termination Date or until the date on which Employee’scontinuation coverage ceases in accordance with Code Section 4980B, ifearlier, and (iii) contingent upon Employee’s timely election to continuehis or her coverage under the Company’s group medical plan in accordance withCode Section 4980B; and

 

d.                                      An amount equalto Employee’s average bonus paid under the Company’s Annual Incentive Plan or asuccessor thereto during the Company’s three most recently completed fiscalyears, determined net of any deferral under the Deferred Bonus Plan, multipliedby a fraction (i) the numerator of which is the number of days of Employee’sservice 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 employmenthereunder at any time, without Cause (as defined below), with not less than 30days prior written notice to Employee, unless a shorter period is agreed uponby the parties hereto.  In such event,the Company shall pay to Employee his or her accrued but unpaid BaseCompensation, provide any benefits otherwise required by law to be provided,and pay any amount or benefit otherwise required under a separate plan, policyor program maintained by the Company.  Inthe event that Employee timely executes a general release in form and substancereasonably satisfactory to the Company, the Company shall further provide toEmployee Basic Severance.

 

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

 

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

 

b.                                      Committedintentional damage to the property of the Company or committed intentionalwrongful disclosure of Confidential Information (as defined below) which ismaterially injurious to the Company’s financial condition or businessreputation;

 

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

 

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

 

e.             Committed amaterial breach of this Agreement, which has not been cured within 30 daysfollowing receipt of written notice of the breach from the Company;

 

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

 

g.             Committed amaterial breach of the Company’s Code of Ethics.

 

Noact or failure to act on the part of Employee will be deemed “intentional” ifit 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 withoutreasonable belief that his or her action or omission was in the best interestof the Company.  In connection with anytermination for Cause hereunder, the Company shall provide to Employee writtennotice 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 theCompany’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” shallmean that Employee has terminated his or her employment with the Company onaccount of:

 

a.                                       A materialdiminution in Employee’s duties and responsibilities;

 

b.                                      A materialdiminution in Employee’s Base Compensation; or

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

e.                                       Any stockoptions granted to Employee outstanding as of the occurrence of a Change ofControl shall be deemed fully vested and be and remain exercisable during theone-year****period following Employee’sTermination Date or such longer period that may be provided under Employee’sindividual grants or awards, but in no event shall such options remainexercisable ten years after the date of their grant.

 

4.3                                 **Excise Tax. **If theaggregate present value of all payments and benefits due to Employee under thisAgreement and any other payment or benefit due from the Company or anysuccessor thereto (the “Aggregate Payments”) would be subject to the excise taximposed by Code Section 4999, such payments or benefits shall be reducedby the minimum amount necessary to result in no portion of the AggregatePayments, so reduced, being subject to the excise tax under Code Section 4999.  The determination of whether a reduction isrequired hereunder shall be made by the Company’s registered independent publicaccounting firm and shall be binding upon the parties hereto.  To the extent practicable, Employee shall beentitled to select the payments or benefits subject to reduction hereunder.

 

**5.****                                     ****Business Protection:**

 

5.1                                 **Consideration. **Employeeacknowledges that the execution of this Agreement and his or her access toConfidential Information (as defined herein) shall constitute adequateconsideration 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 theexistence of Confidential Information, which is owned by the Company,regardless of whether such Confidential Information was conceived, originated,devised, 

 

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supplemented,discovered or developed by Employee, the Company, or any other person orentity.  Employee acknowledges that he orshe will have access to Confidential Information during the Employment Term andagrees that all such Confidential Information is, and shall remain, the soleand exclusive property of the Company. Except as required by law, during the Employment Term and at all timesthereafter, Employee agrees that he or she shall not, without the prior writtenconsent of the Company, directly or indirectly use, disclose or disseminate toany person or otherwise use any Confidential Information, other than on behalfof the Company.  If Employee is legallyserved with a lawfully issued subpoena directing Employee to discloseConfidential Information, Employee shall immediately, but no later than fivedays after receipt of such subpoena, provide written notice to the Company,including a copy thereof.

 

Asused herein, the term “Confidential Information” shall mean, in addition to theCompany’s trade secrets as defined under applicable law, any data orinformation and documentation, whether in tangible form, electronic form orverbally disclosed, that is valuable to the Company and not generally known tothe public.  To the fullest extentconsistent with the foregoing and applicable law, Confidential Informationshall further include, without limitation, the Company’s computer programs,sales techniques and reports, formulas, data processes, methods, articles ofmanufacture, machines, apparatus, designs, compositions of matter, products,ideas, improvements, inventions, discoveries, developmental or experimentalwork, corporate strategy, marketing techniques, pricing lists and data andother pricing information, business plans, ideas and opportunities, accountingand financial information including financial statements and projections,personnel records, specialized customer information, proprietary agreement withvendors, supplier information, special products and services the Company mayoffer or provide to its customers/guests from time to time, pendingacquisitions, negotiations and transactions, or the terms of existing proposedbusiness arrangements.  ConfidentialInformation shall also include all customer/guest lists, accounts andspecifications, and contacts of the Company, and shall further include work inprogress, plans or any other matter belonging to or relating to the technicalor business activities of the Company.

 

5.3                                 **Patents; Intellectual Property**.  Employee hereby assigns and agrees to assignto the Company any invention, improvement, or discovery made by Employee, aloneor jointly with others, during the Employment Term, including any period ofauthorized leave of absence, or as a result of his or her employment, and whichin 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 tothe Company any such invention, improvement or discovery and, without furtherconsideration, will upon request by the Company execute all proper papers foruse in applying for, obtaining and maintaining any United States or foreignpatent and all proper assignments thereof, at the Company’s expense and throughits patent counsel.  Each such invention,improvement or discovery, whether or not patented, shall be the exclusiveproperty of the Company.

 

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

 

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employee, agent, advisor, consultant ormanager.  The provisions of this Section 5.4shall apply to (a) any operation or facility located within a 75-mileradius of any gaming operation or gaming facility owned by the Company, whetherin whole or in part, (b) any such operation or facility, which is notowned by the Company but with respect to which the Company renders or proposesto render consulting or management services, and (c) any of the foregoingas to which the Company has taken any substantive step toward owning, in wholeor in part, or managing.  In each case,such determination shall be made as of the date hereof and Employee’sTermination Date.

 

5.5                                 **Nonsolicitation. **During theEmployment Term and the six-month period thereafter, Employee shall not,without the prior written consent of the Company, either directly orindirectly, whether individually or jointly or on behalf of or in concert withany other person, as a proprietor, partner, shareholder, investor, lender,financial backer, director, officer, employee, agent, advisor, consultant ormanager, or in any other capacity or manner whatsoever, solicit, hire orattempt to hire, enter into any contract or other arrangement with, orinterfere with, disrupt or attempt to interfere with or disrupt the Company’srelationships with any person who is employed by the Company.  This Section 5.5 shall be applied in thegeographic 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.**  Byexecution below, Employee agrees that the geographic areas, duration and scopeof activities outlined in this Section 5 are reasonable.  Employee further agrees that (a) suchterms are no broader than necessary to protect the Company’s business, (b) suchterms are necessary to protect and maintain the Company’s interest inConfidential Information with respect to which Employee has or shall haveaccess, and (c) such terms are not oppressive and will not impose anunreasonable burden or restraint on Employee.

 

TheCompany agrees that the provisions of this Section 5 shall not beconstrued to prohibit the acquisition by Employee of less than 5% of any classof securities issued by a publicly traded company.

 

5.7                                 **Return of Company’s Property.**  Upon termination or expiration of thisAgreement and the employment of Employee hereunder, for any reason, Employee orhis or her estate shall promptly return to the Company all of the property ofthe Company, including, without limitation, access cards, keys and similaritems, 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 ConfidentialInformation that is in the possession or under the control of Employee, withoutregard to the form thereof.  Employee, orhis or her estate, shall provide to the Company written certification that heor she has complied with the provisions of this Section 5.7 not later thanfourteen days after his or her Termination Date or, in the event of Employee’sdeath or Disability, such later time as the parties may mutually agree.

 

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

 

5.9**                                ****Survival. **Notwithstandingany provision of this Agreement to the contrary, Employee and the Companyacknowledge that the restrictions and limitations set forth in this Section 5shall survive the termination of this Agreement and Employee’s employmenthereunder for any reason.

 

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6.                                       **General:**

 

6.1                                 **Specified Employee Delay.**  In the event the Company determines thatEmployee is a “specified employee” within the meaning of Code Section 409Aas of his or her Termination Date, then, notwithstanding any provision of thisAgreement to the contrary, the Company shall postpone until the first businessday of the seventh calendar month following Employee’s Termination Date (the “DelayedPayment Date”) any payment or benefit hereunder which is deemed on account ofEmployee’s separation from service and not otherwise permitted to be paid orfurnished in accordance with the provisions of Code Section 409A or theguidance promulgated thereunder.   Anypayment made as of Employee’s Delayed Payment Date shall include the principalamount of all payments suspended between Employee’s Termination Date and suchdate.

 

6.2                                 **Successors and Assigns.**  This Agreement is binding upon and shallinure to the benefit of the Company’s successors and assigns.  The Company may assign this Agreement inconnection with a merger, consolidation, assignment, sale or other dispositionof substantially all of its assets or business, without the consent ofEmployee.  This Agreement may not beassigned by Employee.

 

6.3                                 **Modification and Waiver**.  This Agreement may be amended by writtenagreement signed by the parties hereto. The Company’s failure, or delay in exercising any right, or partialexercise of any right will not waive any provision of this Agreement orpreclude the Company from otherwise or further exercising any rights orremedies hereunder, including any other rights or remedies granted by any lawor any related document.

 

6.4                                 **Governing Law. **This Agreementshall be governed by the internal laws of the State of Missouri, without regardto the conflicts of law provisions thereof.

 

6.5                                 **Arbitration, Remedies and Attorneys’ Fees. **Any controversy or claimarising out of or relating to this Agreement, or the breach thereof, shall besettled by binding arbitration administered by the American ArbitrationAssociation under its Commercial Arbitration Rules, and judgment on the awardrendered by the arbitrator(s) may be entered in any court havingjurisdiction thereof.  Both the Companyand Employee hereby consent to this binding arbitration provision.

 

The parties agree that (a) ifEmployee breaches any provision of this Agreement, the damage to the Companymay be substantial, although difficult to ascertain, and monetary damages maynot afford an adequate remedy, and (b) notwithstanding the provisions ofthis Section 6.5, if Employee is in breach of any provision of thisAgreement, or threatens a breach of this Agreement, the Company shall beentitled, in addition to all other rights and remedies as may be provided bylaw, to seek specific performance and injunctive and other equitable relief,including, but not limited to, restraining orders and preliminary and permanentinjunctions, to enforce the provision of this Agreement.  The parties expressly agree that the Companyhas these specific and express rights to injunctive relief without postingbond, and without the necessity of proving irreparable injury, and thatEmployee expressly agrees not to claim in any such equitable proceedings that aremedy at law is available to the Company. The existence of any claim or cause of action by Employee, whetherpredicated on this Agreement or otherwise, shall not constitute a defense tothe enforcement by the Company or any of its Affiliates of any provisionhereof.  The Company’s remedies forbreach of this Agreement shall be cumulative and the pursuit of one remedyshall not be deemed to exclude any other remedies.  The parties hereto 

 

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

 

If any proceeding is broughtfor the enforcement of this Agreement, or because of an alleged dispute, breachor default in connection with any of the provisions of this Agreement, thesuccessful or prevailing party or parties shall be entitled to recoverreasonable attorneys’ fees and other costs incurred in that proceeding, inaddition to any other relief to which it may be entitled.

 

6.6                                 **Severability and Reformation.**  To the extent any provision of this Agreementshall be invalid or unenforceable, it shall be considered deleted and theremainder of such provision and this Agreement shall continue in full force andeffect.  In furtherance of the foregoing,should the duration or geographical extent of, or business activities coveredby, any provision of this Agreement be in excess of that which is valid andenforceable under applicable law, such provision shall be construed to coveronly the duration, extent or activities that is valid and enforceable.  Employee acknowledges the uncertainty of thelaw in this respect, and expressly stipulates that this Agreement is to begiven the construction which renders its provisions valid and enforceable tothe maximum extent permitted under applicable law.

 

6.7                                 **Entire Agreement**.  ThisAgreement contains the entire agreement and understanding by and between theparties and supersedes and replaces any previous and contemporaneous oralnegotiations, commitments, writings and understandings concerning the mattersherein.

 

6.8                                 **Notices**.  All noticesand other communications required or permitted under this Agreement shall be inwriting and sent by certified or first class mail, postage prepaid, and shallbe 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

 

Ifto the Employee:

Employee’slast address in Company’s personnel files

 

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

 

6.10                           **Taxes.**  The Companyshall be entitled to withhold as a condition of any payment or benefitdescribed herein, any Federal, state or local taxes required by law to bewithheld.

 

6.11                           **Review and Advice.**  Byexecution below, Employee represents and warrants that he or she has read thisAgreement and obtained independent advice concerning the terms and conditionsthereof.  Employee voluntarily executesthis Agreement with full knowledge of its terms and conditions and the rightsand obligations of the parties set forth herein.

 

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**THIS EMPLOYMENTAGREEMENT** is executed in multiple counterparts, each of whichshall be deemed an original, as of the dates set forth below, to be effectiveas provided above.

 
| **Employee:** |   | **Isle of  Capri Casinos, Inc.:** |
|---------------|--------|----------------------------------------|
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|          |   | By:                                    |   |
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| Date:         |   |                                   | Date |   |
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NO:99842554.2

 

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**EXHIBIT A**

**COMPENSATIONAND BENEFITS**

 

The terms of this Exhibit A,as it may be amended from time to time, are intended to form a part of thatcertain 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:**

 

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