**Exhibit 10.18**

 

**EMPLOYMENTAGREEMENT**

** **

**THIS EMPLOYMENT AGREEMENT**(“Agreement”), whichexpressly includes and references non-competition, non-solicitation andconfidentiality provisions, is signed this 1st day of July, 2008 (the “AgreementDate”), by and between Isle of Capri Casinos, Inc., a Delaware corporationand its subsidiary and affiliated companies (hereinafter referred toindividually and collectively as the “Company”) and Edmund L. Quatmann, Jr.(“Employee”).  This Agreement supercedesany and all prior understandings and agreements between Employee and theCompany.

 

WHEREAS,the Company desires to employ Employee, and Employee desires to performservices for, and be employed by, the Company.

 

WHEREAS,as a condition of Employee’s employment, the Company desires to receive fromEmployee covenants including, but not limited to, the following: (a) torefrain from carrying on or engaging in a business similar to that of theCompany; (b) to refrain from soliciting Employees of the Company foremployment elsewhere; and (c) to protect and maintain the confidentialityof the Company’s trade secrets and any proprietary information.

 

WHEREAS,the Company and Employee desire to set forth in writing the terms andconditions of their agreements and understandings with respect to Employee’semployment at Company, as well as these covenants, and the parties expresslyacknowledge that these covenants are a condition of Employee’s employment.

 

NOW,THEREFORE, in consideration of the mutual promises, covenants and conditionsset forth in this Agreement, the Company and Employee agree as follows:

 

1.                                       Employment Date.  This Agreement shall be effective upon the Employee’scommencement of providing services for the Company on the date hereof (the “EmploymentDate”).

 

2.                                       Employment.

 

(a)                                  Term.  The Companyhereby employs Employee, and Employee accepts such employment and agrees toperform services for the Company for an initial period of one (1) yearfrom and after the Employment Date (the “Initial Term”) and for successive one-yearperiods (the “Renewal Term(s)”), unless either: (i) the Company provides90 days written notice prior to the expiration of the Initial Term orapplicable Renewal Term, or (ii) the Agreement is terminated at an earlierdate in accordance with Section 3 or Section 4 of this Agreement (theInitial Term and the Renewal Terms together referred to as the “Term ofEmployment”).

 

(b)                                 Service withCompany.  From and after the Employment Date during the term ofthis Agreement, Employee shall serve as the Company’s Senior Vice President,General Counsel and Secretary, reporting directly to the Company’s ChiefExecutive Officer.  During the Term ofEmployment, Employee agrees to perform reasonable employment duties as theBoard of Directors of the Company shall assign to him from time to time, withsuch duties and responsibilities as are customarily the duties andresponsibilities of a Senior Vice President, 

 

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General Counsel andSecretary of companies such as the Company. Employee also agrees to serve, for any period for which he is elected,as an officer of the Company; provided, however, that Employee shall not beentitled to any additional compensation for serving as an officer of theCompany.  Employee’s office will belocated at the Company’s corporate headquarters.

 

(c)                                  Performance of Duties. Employee agrees to serve the Company faithfully and to the best of hisability and to devote substantially all of his business time, attention andefforts to the business and affairs of the Company during the Term ofEmployment.  The foregoing shall notpreclude Employee from serving on charitable boards and engaging in other civicendeavors, so long as the same do not interfere with the performance of hisduties.

 

(d)                                 Compensation. From and after the Employment Date and during the remaining Term ofEmployment, the Company shall pay to Employee as compensation for services tobe rendered hereunder an aggregate base salary of $365,000.00 per year payablein equal monthly, or more frequent, payments, subject to increases, if any, asmay be determined by the Company (“Annual Base Salary”).  Employee shall also be eligible to receive anannual cash bonus beginning with respect to the Company’s 2009 fiscal year(prorated based on days of employment) based upon the achievement of objectiveperformance targets that have been established by the Compensation Committee ofthe Board of Directors (the “Committee”), provided that the Employee’s minimumannual bonus for each year shall be equal to at least 60% of the Employee’sAnnual Base Salary if the Employee meets the minimum targets set by theCommittee.  With respect to fiscal yearssubsequent to the 2009 fiscal year, Employee shall be involved as a seniormanagement executive in the establishment of objective performance targets.  On the Agreement Date, the Employee shallreceive a nonqualified option to purchase 110,000 shares of Company stock,subject to the terms of the Isle of Capri Casinos, Inc. 2000 Long-TermStock Incentive Plan and the terms set forth in this Agreement, 20% of whichoptions shall vest on each of the first five (5) anniversaries of theAgreement Date.  The exercise price ofsuch options shall be $4.62 per share, representing the average between thehigh and low trading prices of the Company’s common stock on the date hereofwhich is equal to the fair market value of the Company’s common stock on thedate of grant.  The Employee shall alsobe entitled to participate in the Isle of Capri Casinos, Inc. 2000Long-Term Stock Incentive Plan and other stock option plans, if any,established by the Company (the “Company’s Stock Option Plans”), to the extentthat similarly situated executives of the Company participate in suchplans.  In addition to the base salary,any bonuses, and participation in the Company’s Stock Option Plans as set forthabove, Employee shall be entitled to participate in any employee benefit plansor programs of the Company as are or may be made generally available toemployees of the Company and those made available to officers of the Company(it being understood that Employee shall first be eligible for the grant ofadditional stock options at the 2009 annual meeting of the Board ofDirectors).  Employee shall be entitledto three weeks’ vacation per year.  TheCompany will pay or reimburse Employee for all reasonable and necessaryout-of-pocket expenses incurred by him in the performance of his duties underthis Agreement, subject to the presentment of appropriate vouchers inaccordance with the Company’s policies for expense verification.

 

(e)                                  No Violation. Employee represents and warrants to the Company that the execution anddelivery of this Agreement by Employee, and the carrying out of Employee’s 

 

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duties on behalf of theCompany as contemplated hereby, do not violate or conflict with the terms ofany other agreements to which the Employee is or was a party.

 

(f)                                    Relocation Expense Reimbursement. The Company agrees to directly pay, or reimburse Employee for, allreasonable fees, costs and expenses incurred in connection with his relocationfrom Illinois to Missouri in a manner consistent with Company policies forsenior, executive-level employees of the Company.

 

(g)                                 Signing Bonus.  TheCompany shall pay a signing bonus to Employee in the aggregate amount of$100,000.00, payable as follows: one-third to be paid on the Employment Date(or as soon thereafter as practicable); one-third to be paid on the firstanniversary of the Employment Date (or as soon thereafter as practicable); andone-third to be paid on the second anniversary of the Employment Date (or assoon thereafter as practicable).  Noportion of the signing bonus shall be payable if, on the scheduled date ofpayment thereof, Employee is not then employed by the Company for any reason.

 

3.                                       Termination.

 

(a)                                  The Term of Employment shall terminateprior to its expiration in the event that at any time during such term:

 

(i)                                     the Company delivers a notice oftermination for “cause” to Employee.  Forpurposes of this Section, “cause” shall mean any dishonesty, disloyalty orbreach of corporate policies, in each case that is material to the ability ofEmployee to continue to function as an effective executive given the strictregulatory standards of the industry in which the Company does business; grossmisconduct on the part of Employee in the performance of Employee’s dutieshereunder; a violation of Section 5 of this Agreement; or the failure tobe licensed as a “key person” or similar role under the laws of anyjurisdiction where the Company does business, or the loss of any such licensefor any reason.  If Employee isterminated for cause (after the Company has given him 10 days’ advance writtennotice in the case of instances giving rise to the Company’s ability toterminate Employee’s employment for “cause” that are capable of being curedduring such time period), there shall be no severance paid to Employee and hisbenefits shall terminate, except as may be provided by law.

 

(ii)                                  the Company for any other reasonterminates the Term of Employment, without “cause” as defined in this Section (includingthrough non-renewal of the Agreement). For purposes of this Section, if Employee signs a Mutual and GeneralRelease (a “Release”) in reasonable and typical form that is acceptable to theCompany that releases the Company from any and all claims that Employee mayhave (and vice versa) and affirmatively agrees not to violate any of theprovisions of Section 5 hereof (which shall not be expanded beyond what isset forth in Section 5), Employee shall be entitled to receive theseverance payments and continued benefits 

 

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described in this paragraph 3(a)(ii); provided, if Employee fails tosign the Release, Employee shall not be entitled to any severance payments orbenefits hereunder; and provided further, if any severance payments or benefitsare subject to Section 409A of the Internal Revenue Code of 1986, asamended (the “Code”), Employee shall only be entitled to any such severancepayments or benefits if the Release has been executed, is effective and theapplicable revocation period has expired no later than the date as of whichsuch payment of the severance or benefits are otherwise to commence and if suchrequirements are not satisfied, Employee shall not be entitled to any suchportion of the severance payments or benefits thereafter.  Subject to the foregoing, if the Companyterminates the Term of Employment without “cause,” then the Employee shall beentitled to continue to receive his Annual Base Salary (and shall receive anyearned but unpaid portion of his bonus) payable in 12 monthly installmentsbeginning on the first day following the six-month anniversary of the Employee’stermination date and, to the extent legally permissible, Employee shall beentitled to continue to participate in the employee benefit programs for aperiod of 12 months from and after the Employee’s termination date; provided,however, that the salary continuation payments and such continued coverageunder Company benefit programs shall end upon the Employee’s earlier employmentby a new employer.  Notwithstanding theforegoing, the Board of Directors may authorize that portion of the Annual BaseSalary and earned but unpaid bonus payable in accordance with the foregoingprovisions of this paragraph 3(a)(ii) that does not exceed an amount equalto two times the maximum amount that may be taken into account under aqualified plan pursuant to section 401(a)(17) of the Code for the year in whichthe Employee’s termination of employment occurs (the “409A Exempt Payment”) tobe paid in a single lump sum to the Employee on the first payroll datefollowing the Employee’s termination date; and the remaining Annual Base Salaryand bonus (that is, the Annual Base Salary and bonus minus the 409A ExemptPayment paid to the Employee in single lump sum) to be paid to the Employee in6 equal installments beginning on the six-month anniversary of the Employee’stermination date and ending on the one-year anniversary of the Employee’stermination date, or until new employment begins, whichever occurs first.  In the event of termination without “cause”pursuant to this Section 3(a)(ii), any unvested stock options owned byEmployee on the date of termination that would have vested had Employeeremained employed under this Agreement for one year following the date oftermination, shall vest and become exercisable as of the date oftermination.  As used in this Agreement,the term “earned but unpaid bonus” shall refer to the non-discretionary portionof the bonus to which Employee would have been entitled had he remainedemployed in his position for the remainder of the fiscal year of termination,prorated for the number of days during such year that Employee was employed bythe Company.

 

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(iii)          Employeefor any reason voluntarily terminates the Term of Employment.  In said event, Employee shall not be entitledto any compensation and his benefits shall terminate, except as may be providedby law, from and after termination.

 

(iv)          However, if Employee voluntarilyterminates the Term of Employment due to Retirement all stock options shallbecome fully vested and exercisable.  Theterm “Retirement” shall mean the termination by Employee of his employment byreason of reaching the age of 65 or such later date approved by the Board ofDirectors.

 

(v)           Employee dies or becomes “Disabled” (asdefined below).  In said event,  Employee, or his estate, shall continue toreceive his salary and shall receive any earned but unpaid bonus and, to theextent legally permissible, continue to participate in the employee benefitprograms for a period of 12 months from and after such termination or until newemployment begins, which ever occurs first. Employee shall also be entitled toa lump sum payment equal to the average of the last 3 years bonus paymentsinclusive of deferred amounts (or, if Employee has not been employed for threeyears, the average of the bonus payments, inclusive of deferred amounts, duringthe Term of Employment).  For purposes ofthis Agreement, “Disabled” means that the Employee is unable to engage in anysubstantial gainful activity by reason of any medically determinable physicalor mental impairment that can be expected to result in death or can be expectedto last for a continuous period of not less than 12 months, as determined ingood faith by the Board of Directors of the Company.

 

(b)                                 Except as provided hereunder, the vestingof stock options shall be governed by the provisions of the Company’s StockOption Plans.

 

4.                                       Change In Control of the Company. If (i) there is a sale, acquisition, merger, or buyout of theCompany to an unaffiliated person, or any person that is not an “affiliate” (assuch term is defined under the Securities Exchange Act of 1934) of the Companyor any of its shareholders on the Agreement Date becomes the legal andbeneficial owner of more than 50% of the Company’s common stock  (a “Change in Control”), and (ii) immediatelyprior to or within 12 months after such Change in Control, the Employeevoluntarily terminates employment under Section 3(a)(iii) incircumstances where there has been a significant reduction in the authority,responsibilities, position or compensation of Employee or Employee has beenrequired to move the location of his principal residence a distance of morethan 35 miles, and the Company has failed to remedy such situation within 30days after receipt of Employee’s written notice thereof, then in lieu of theseverance payments, if any, otherwise payable to the Employee under Section 3of the Agreement, Employee will be entitled to the following severance:

 

(a)                                  Two times Annual Base Salary payable in24 monthly installments beginning on the first day following the six-monthanniversary of the Employee’s termination date; plus a lump sum payment equalto the amount of any earned but unpaid bonus plus the average of the previous 3years bonus payment, inclusive of deferred amounts, if any (or, if 

 

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Employee has not beenemployed for three years, the average of the bonus payments, inclusive ofdeferred amounts, during the Term of Employment), which lump sum shall be paidto Employee on the first day following the six-month anniversary of the Employee’stermination date. Notwithstanding the foregoing, the Board of Directors mayauthorize that portion of the foregoing payments under this paragraph 4(a) thatqualify as a 409A Exempt Payment (as defined in section 3(a)(ii)) to be paid ina single lump sum to the Employee on the first payroll date following theEmployee’s termination date; and the remaining Annual Base Salary amounts to bepaid to the Employee in 24 equal installments beginning on the six-monthanniversary of the Employee’s termination date and ending on the secondanniversary of the Employee’s termination date, or until new employment begins,whichever occurs first; and the remaining bonus amount, if any, to be paid in asingle lump sum on the six-month anniversary of the Employee’s terminationdate.  Salary continuation shallterminate if and when Employee begins new employment during the period ofsalary continuation.

 

(b)                                 Health and welfare benefits shall befully paid by the Company and run concurrently with salary continuation (but ifsuch continued health benefits are taxable to the Employee, then such continuedhealth benefits shall continue only during the period during which the Employeewould have been eligible to continue such coverage under the Company’s healthplan in accordance with section 4980B of the Code (“COBRA”), had the Employeeelected such coverage and paid the applicable premium), without any gap incoverage.

 

Uponthe occurrence of a Change in Control, all stock options owned by Employeeshall become fully vested and exercisable. As a condition to receiving the payments described in clause (a) above,Employee shall be required to execute and deliver to the Company a generalrelease in customary and agreed form, provided that if Employee fails to signthe release, Employee shall not be entitled to any severance payments orbenefits under this Section 4; and provided further, if any severancepayments or benefits are subject to Section 409A of the Code, Employeeshall only be entitled to any such severance payments or benefits if suchrelease has been executed, is effective and the applicable revocation periodhas expired no later than the date as of which such payment of the severance orbenefits are otherwise to commence and if such requirements are not satisfied,Employee shall not be entitled to any such portion of the severance payments orbenefits thereafter.

 

5.                                       Confidentiality, Non-Competition andNon-Solicitation.

 

(a)                                  The Company’sBusiness.  It is expressly agreed by the partiesthat the Company is engaged in the business of owning, managing and operatinggaming and casino facilities in the states of Missouri, Mississippi, Iowa,Louisiana, Colorado, Florida, the United Kingdom and the Bahamas, is in thebusiness of seeking new gaming properties in additional jurisdictions and isengaged in all aspects of such gaming and casino operations.  Employee desires to be employed by theCompany and acknowledges and agrees that the Company would be adverselyaffected if Employee competes with the Company during, and subsequent to,Employee’s employment with the Company.

 

(b)                                 Trade Secretsand Confidential Information.  The Company and Employee acknowledge the existence oftrade secrets and other confidential information as defined below (collectivelyreferred to as “Confidential Information”), all of which are owned by theCompany, 

 

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regardless of whethersuch Confidential Information was conceived, originated, devised orsupplemented by Employee, the Company, or any other person or entity.  Employee acknowledges that he will haveaccess to Confidential Information during his employment with the Company.

 

Exceptas required by law, during the term of this Agreement and thereafter, Employeeshall not, without the prior written consent of the Company, directly orindirectly disclose or disseminate to any other person, firm or organization,any Confidential Information other than on behalf of the Company.  The foregoing obligation shall not apply toany Confidential Information that shall have become known to competitors of theCompany or to the public other than through an act or omission by Employee orthat shall have been disclosed to the Employee by a person or entityunaffiliated with the Company who has legitimate possession thereof in itsentirety and possesses the unrestricted right to make such disclosure.  Employee agrees to indemnify, defend and holdharmless the Company from and against any damages (including attorneys’ fees,court costs, investigative costs and amounts paid in settlement) suffered bythe Company or any of its Affiliates arising out of the unauthorized disclosureor use of Confidential Information by Employee.

 

“ConfidentialInformation” shall mean any data or information and documentation, whether intangible form, electronic form or verbally disclosed, that is of material valueto the Company and not known to the public or the Company’s competitors, andwhich the Company has kept confidential. To the fullest extent consistent with the foregoing and as otherwiselawful, Confidential Information shall include, without limitation, the Company’strade secrets, computer programs, sales techniques and reports, formulas, dataprocesses, methods, articles of manufacture, machines, apparatus, designs,compositions of matter, products, improvements, inventions, discoveries,developmental or experimental work, corporate strategy, marketing techniques,pricing lists and data and other pricing information, business plans, ideas andopportunities, accounting and financial information including financialstatements and projections, personnel records, specialized customerinformation, proprietary agreements with vendors, special products and servicesthe Company may offer or provide to its customers/guests from time to time,pending acquisitions, negotiations and transactions, or the terms of existingproposed business arrangements. Confidential Information shall also include all customer lists, accountsand specifications, and contacts of the Company, and shall further include workin progress, plans or any other matter belonging to or relating to thetechnical or business activities of the Company.

 

Employee,at the time of the effective date of the termination of the employmentrelationship with the Company, shall turn over to the Company all “ConfidentialInformation” and any and all copies thereof in his possession regardless of whoprovided Employee with such information. Should Employee be legally served with a lawfully issued subpoenaexpressly directing Employee to turn over the Company’s ConfidentialInformation, Employee shall immediately, and certainly no later than five (5) daysafter notice, advise the Company in writing of the subpoena and also provide acopy of the subpoena to the Company, at its lawful address as stated in thisAgreement, thereby providing the Company with adequate time to lawfully objectto the disclosure of its Confidential Information.  Employee’s failure to immediately advise theCompany of the subpoena shall subject Employee to any and all remedies affordedto the 

 

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Company, including, but not limited to, damages resulting to theCompany for breach of contract.

 

Employeeagrees that all such Confidential Information is, and shall remain, the soleand exclusive property of the Company and Employee further agrees that duringand after the term of his employment with the Company, Employee will notpublish, disclose, communicate or otherwise disseminate to any entity and/orperson any Confidential Information. Employee acknowledges and agrees that such Confidential Information isof critical importance to the Company and its business, and any unauthorizeddissemination of such information would cause great harm to the Company,thereby entitling the Company to any and all rights and remedies as provided bylaw, and as specifically provided in Section 6 of this Agreement.

 

Employeehereby assigns and agrees to assign to the Company any invention, improvement,or discovery made by him, alone or jointly with others, during the term of hisemployment, including any period of authorized leave of absence, or as a resultof his employment, and which in any way relates to, or may be useful in, thebusiness of the Company, together with each patent that may be obtained thereonin any country.  Employee will promptlyand fully disclose to the Company any such invention, improvement or discoveryand, without further consideration, will upon request by the Company executeall proper papers for use in applying for, obtaining and maintaining any UnitedStates or foreign patent and all proper assignments thereof, at the Company’sexpense and through its Patent Counsel. Each such invention, improvement or discovery, whether or not patented,shall be the exclusive property of the Company.

 

(c)                                  Restrictions on Competition. In exchange for consideration of employment, and in consideration forEmployee receiving and being given access to confidential business information,including, but not limited to trade secrets, customer and supplier contacts andrelationships, goodwill, loyalty and other information, and as a condition ofemployment of Employee by the Company, during the term of Employee’s employmentwith the Company, and for a period of one (1) year after the voluntary orinvoluntary termination of Employee’s employment with the Company for anyreason whatsoever (other than the termination of Employee’s employment by theCompany other than for “cause” as set forth in Section 3(a)(ii) above),Employee will (a) refrain from carrying on or engaging in the casino orgaming business (as defined in Section 5(a)), or, without the writtenconsent of the Company (which shall not be unreasonably withheld), the hotel orrestaurant business, in any case either directly or indirectly, eitherindividually or jointly or on behalf of or in concert with any other person, asa proprietor, partner, shareholder, investor (other than in less than 5% of anyclass of securities of any publicly traded company), lender, financial backer,director, officer, employee, agent, advisor, consultant or manager, or in anyother capacity or manner whatsoever, (b) refrain from soliciting Employeesof the Company, and (c) protect and maintain the confidentiality of tradesecrets and any and all confidential and proprietary information.  Provisions (a) through (c) of thissection apply to any gaming operation or gaming facility within a 75-mileradius of (A) any gaming operation or gaming facility owned (in whole orin part) by the Company or with respect to which the Company renders orproposes to render consulting or management services, in each case on the datehereof or on the date of termination of employment, or (B) any of theforegoing as to which the Company has taken any substantive step toward owning(in whole or in part) or managing such facility in the future.

 

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(d)                                 Non-Solicitation of Employees. In exchange for consideration of employment, and in consideration forEmployee receiving and being given access to confidential business information,including, but not limited to trade secrets, customer and supplier contacts andrelationships, goodwill, loyalty and other information, and as a condition ofemployment of Employee by the Company, during the term of Employee’s employmentwith the Company, Employee shall not, without the prior written consent of theCompany, either directly or indirectly, either individually or jointly or onbehalf of or in concert with any other person, as a proprietor, partner,shareholder, investor (other than in less than 5% of any class of securities ofany publicly traded company), lender, financial backer, director, officer,employee, agent, advisor, consultant or manager, or in any other capacity ormanner whatsoever, solicit for hire, enter into any contract or otherarrangement with, or interfere with, disrupt or attempt to interfere with ordisrupt the Company’s relationships with, any person, who, as of the date oftermination of Employee’s employment, is employed by the Company.  This provision will apply in the geographicareas covered in Section 5(c), and with respect to any sales office,regional office or the corporate headquarters of the Company, for one (1) yearafter the voluntary or involuntary termination of Employee’s employment withthe Company for any reason.

 

(e)                                  Reasonable Terms. Employee agrees that the geographic areas, duration and scope ofactivities outlined in this Agreement are reasonable under thecircumstances.  Employee further agrees thatsuch terms are no broader than necessary to protect the Company’s business andmaintain the confidentiality of the Confidential Information.  Employee further agrees that the terms ofthis Agreement are not oppressive and will not impose an unreasonable burden orrestraint on Employee.

 

6.                                       Miscellaneous.

 

(a)                                  Successors and Assigns. This Agreement is binding on and inures to the benefit of the Company’ssuccessors and assigns.  The Company mayassign this Agreement in connection with a merger, consolidation, assignment,sale or other disposition of substantially all of its assets or business(subject to the provisions of Section 4). This Agreement may not be assigned by Employee.

 

(b)                                 Modification, Waivers. This Agreement may be modified or amended only by a writing signed by anauthorized representative of the Company, and Employee.  The Company’s failure, or delay in exercisingany right, or partial exercise of any right, will not waive any provision ofthis Agreement or preclude the Company from otherwise or further exercising anyrights or remedies hereunder, or any other rights or remedies granted by anylaw or any related document.

 

(c)                                  Governing Law, Arbitration. The laws of Missouri will govern the validity, construction, andperformance of this Agreement without regard to the location of execution orperformance of this Agreement.  Anycontroversy or claim arising out of or relating to this Agreement, or thebreach thereof, shall be settled by binding arbitration administered by theAmerican Arbitration Association under its Commercial Arbitration Rules, andjudgment on the award rendered by the arbitrator(s) may be entered in anycourt having jurisdiction thereof.  Boththe Company and Employee hereby consent to this binding arbitration provision.

 

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(d)                                 Remedies.  Employeeexpressly acknowledges and the parties recognize that the restrictionscontained herein are reasonable and necessary to protect the business andinterests of the Company, and that any violation of these restrictions willcause substantial irreparable injury and damage to the Company, and the extentof such damage would be difficult if not impossible to calculate.  Accordingly, the parties to this Agreementexpressly agree that (i) if Employee breaches any provision of thisAgreement, the damage to the Company may be substantial, although difficult toascertain, and monetary damages may not afford an adequate remedy, and (ii) ifEmployee is in breach of any provision of this Agreement, or threatens a breachof this Agreement, the Company shall be entitled, in addition to all otherrights and remedies as may be provided by law, to seek specific performance andinjunctive and other equitable relief, including, but not limited to, restrainingorders and preliminary and permanent injunctions, to enforce the provisions ofthis Agreement, particularly those provisions governing noncompetition,nonsolicitation and confidentiality, contained in this Agreement, as well as toprevent or restrain a breach of any provisions of this Agreement.  The parties expressly agree that the Companyhas these specific and express rights to injunctive relief without posting anybond that might be requested or required, and without the necessity of provingirreparable injury, and that Employee expressly agrees not to claim in any suchequitable proceedings that a remedy at law is available to the Company.  The existence of any claim or cause of actionby Employee, whether predicated on this Agreement or otherwise, shall notconstitute a defense to the enforcement by the Company or any of its Affiliatesof any provision hereof.  The parties tothis Agreement also expressly agree that the Company is entitled to recover anyand all damages for any losses sustained, and rights of which it has beendeprived, as well as any damages allowed by law.

 

(e)                                  If any proceeding is brought for theenforcement of this Agreement, or because of an alleged dispute, breach ordefault in connection with any of the provisions of this Agreement, thesuccessful or prevailing party or parties shall be entitled to recoverreasonable attorney’s fees and other costs incurred in that proceeding, inaddition to any other relief to which it may be entitled.  All of the Company’s remedies for breach ofthis Agreement shall be cumulative and the pursuit of one remedy shall not bedeemed to exclude any other remedies.

 

(f)                                    Captions.  The headingsin this Agreement are for convenience only and do not affect the interpretationof this Agreement.

 

(g)                                 Severability. To the extent any provision of this Agreement shall be invalid orenforceable with respect to Employee, it shall be considered deleted herefromwith respect to Employee and the remainder of such provision and this Agreementshall be unaffected and shall continue in full force and effect.  In furtherance to and not in limitation ofthe foregoing, should the duration or geographical extent of, or businessactivities covered by, any provision of this Agreement be in excess of thatwhich is valid and enforceable under applicable law with respect to Employee,then such provision shall be construed to cover only that duration, extent oractivities which are validly and enforceably covered with respect to Employee.  Employee acknowledges the uncertainty of thelaw in this respect and expressly stipulates that this Agreement be given theconstruction which renders its provisions valid and enforceable to the maximumextent (not exceeding its expressed terms) possible under applicable laws.

 

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(h)                                 Entire Agreement. This Agreement contains the entire agreement and understanding by andbetween the Company and Employee, and supersedes all previous andcontemporaneous oral negotiations, commitments, writings and understandingsbetween the parties concerning the matters herein or therein, including withoutlimitation, any policy of personnel manuals of the Company to the extent anyprovisions herein are inconsistent therewith. No change to this Agreement shall be valid or binding unless it is inwriting and signed by the parties.

 

(i)                                     Indemnification. The Company shall indemnify Employee and hold Employee harmless to thefull extent permitted by Section 145 of the Delaware General CorporationLaw from and against any and all claims, liabilities and losses he may sufferarising in connection with his employment as an officer of the Company as setforth herein, subject to the exceptions set forth in the Delaware GeneralCorporation Law.  The agreement of the Companyset forth in this Section 6(i) shall survive the termination of thisAgreement.

 

(j)                                     Notices.  All noticesand other communications required or permitted under this Agreement shall be inwriting and sent by registered first-class mail, postage prepaid, and shall bedeemed delivered upon hand delivery or upon mailing (postage prepaid and byregistered or certified mail) to the following address:

 

If to the Company, to:

 

Isle of Capri Casinos, Inc. 600 Emerson RoadSuite 300St. Louis, MO 63141

 

Attention: President and CEO

 

With a copy to:

 

Paul TheissMayer Brown LLP71 S. Wacker DriveChicago, IL  60606

 

If to the Employee, to:

 

EdmundL. Quatmann, Jr.c/o Isle of Capri Casinos, Inc.

600Emerson RoadSuite 300St. Louis, MO 63141

 

With a copy to:

 

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The most recent home address in the Company’sfiles for Edmund L. Quatmann, Jr.

 

These addresses may be changed at any time bylike notice.

 

(k)                                  Independent Review and Advice. Employee represents and warrants that Employee has carefully read thisAgreement; that Employee executes this Agreement with full knowledge of thecontents of this Agreement, the legal consequences thereof, and any and allrights which each party may have with respect to each other; that Employee hashad the opportunity to receive independent legal advice with respect to thematters set forth in this Agreement and with respect to the rights and assertedrights arising out of such matters, and that Employee is entering into this Agreementof the Employee’s own free will. Employee expressly agrees that there are no expectations contrary to theAgreement and no usage of trade or regular practice in the industry shall beused to modify the Agreement.

 

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IN WITNESSWHEREOF, each party has caused this Agreement to be executed in a mannerappropriate for such party as of the date first above written.

 
|   | **ISLE OF CAPRI CASINOS, INC.** |
|--------|---------------------------------|
|   |                            |
|   |                            |
|   | By:                             | /s/ James B. Perry |
|   |                            |
|   |                            |
|   | **EMPLOYEE**                    |
|   |                            |
|   |                            |
|   | /s/ Edmund L Quatmann Jr        |
|   | **EDMUND L. QUATMANN, JR.**     |

 

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