Exhibit 10.6


 


Amendment No. 1


to


Employment Agreement


 


The Amendment No. 1, dated as of April 1, 2010 (“Amendment”),
to the Employment Agreement, dated as of April 1, 2009 (the “Agreement”)
by and among Six Flags, Inc., Six Flags Operations Inc. and Six Flags
Theme Parks Inc. and Andrew Schleimer. 
Capitalized terms used but not defined herein shall have the meanings
ascribed thereto in the Agreement.


 


W I T N E S S E T H:


 


WHEREAS, Executive is currently employed by SF pursuant to the
Agreement;


 


WHEREAS, the Company and Executive desire to modify the terms and
conditions of Executive’s continued employment by entering into this Amendment;
and


 


NOW, THEREFORE, in consideration of the mutual covenants set forth in
this Amendment, it is hereby agreed as follows:


 


1.             Section 3(d) of
the Agreement is hereby amended in its entirety to read as follows:


 


“(d) Equity Awards. 
Promptly following a Triggering Event, SF shall issue to Executive under
the Long Term Incentive Plan (as described in the Company’s Modified Fourth Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, as it may be further
amended, filed on April 1, 2010 in the United States Bankruptcy Court for
the District of Delaware (the “Plan”)) restricted shares of SF Common Stock and
options to purchase shares of common stock in an amount and with such vesting
and other terms as mutually agreed to by the Chief Executive Officer and the
Board.”


 


2.             Section 4(c)(iv) is
hereby amended to by adding the following proviso at the end thereof:


 


“; provided, however,
that any such occurrence resulting directly from
the consummation of the transactions contemplated by the Plan shall not be deemed to constitute ‘Good Reason’.”


 


3.             Exhibit A to
the Agreement is hereby amended in its entirety to read as provided in Exhibit A
to this Amendment.


 


 


4.             This Amendment
shall become effective upon the entry of an order of the United States
Bankruptcy Court for the District of Delaware, pursuant to 11 U.S.C. § 365,
authorizing the assumption hereof, which order is contemplated to be part of an
order confirming the Plan, pursuant to 11 U.S.C. § 1129.  Until such time as an order authorizing such
assumption is entered, the Agreement shall remain in full force and effect.


 


5.             Except as set forth
in this Amendment, the Agreement remains in full force and effect.


 


(Signature page follows)


 

















 


	
   

  	
   

  	
  /s/ Andrew Schleimer

  
	
   

  	
   

  	
  Andrew Schleimer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIX FLAGS, INC.

  
	
   

  	
   

  	
  SIX FLAGS OPERATIONS INC.

  
	
   

  	
   

  	
  SIX FLAGS THEME PARKS INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mark Shapiro

  
	
   

  	
   

  	
  Name: 

  	
  Mark Shapiro

  
	
   

  	
   

  	
  Title: 

  	
  President and Chief Executive Officer

  



 

















 


EXHIBIT A


 


Annual Bonus Parameters


 


Definitions:


 


“Performance Parameters” shall mean the
following, as determined annually by the Board:


 


(a) Budgeted Adjusted EBITDA:  Total budgeted Adjusted EBITDA (as defined in
the Company’s earnings releases).


 


(b) Budgeted Free Cash Flow:  Total Budgeted Free Cash Flow (as defined in
the Company’s earnings releases).


 


(c) Budgeted Attendance:  Total budgeted attendance.


 


(d) Budgeted In-Park Net Revenue Per
Capita:  Total budgeted in-park net
revenue per capita.


 


(e) Budgeted Sponsorship/Licensing
Revenue:  Total budgeted
sponsorship/licensing revenue.


 


Rules for
Calculation of Annual Bonus:


 


Any annual bonus payable under Section 3(b) of
this Agreement, shall be determined annually by the compensation committee of
the Board (the “Committee”) in accordance with the rules below.  All determinations by the Committee shall be
final and binding on Executive.  All
Adjusted EBITDA and other bonus targets shall be determined by reference to the
Company’s Budget for each year as approved by the Board.  The Committee shall work with the Chief
Executive Officer to determine appropriate bonus targets for any items that are
not specifically contained in the Company’s Budget each year.


 


1. Subject to the other rules, the
Performance Parameters shall be weighted as follows in determining the amount
of the annual bonus:  Budgeted Adjusted
EBITDA:  50% and 12.5% for each of the
remaining Performance Parameters.


 


2. No annual bonus whatsoever shall be
payable in respect of a given fiscal year if actual Adjusted EBITDA for such
year is less than 90% of Budgeted Adjusted EBITDA.


 


3. If actual results for a given Performance
Parameter are less than 90% of the Performance Parameter, no amount shall be
payable in respect of such Performance Parameter.


 


4. If actual Adjusted EBITDA for a given
fiscal year equals or exceeds 90% of Budgeted Adjusted EBITDA, and the results
for any given Performance Parameter (including Budgeted Adjusted EBITDA) equals
or exceeds 90% of the Performance Parameter, then the amount payable in respect
of such parameter shall be determined by multiplying the product of the Target
Bonus and the weight ascribed to the Performance Parameter in Rule 1 above
by the appropriate multiplier below:


 

















 


	
  Multiplier

  	
   

  	
  Performance Level

  
	
   

  	
   

  	
   

  
	
  0.5 

  	
   

  	
  Actual Performance equals
  90% of the  Performance Parameter
  (including Budgeted  Adjusted EBITDA) 

  
	
   

  	
   

  	
   

  
	
  0.75  

  	
   

  	
  Actual Performance equals
  95% of the  Performance Parameter
  (including Budgeted  Adjusted EBITDA)  

  
	
   

  	
   

  	
   

  
	
  1.0 

  	
   

  	
  Actual Performance equals
  100% of the  Performance Parameter
  (including Budgeted  Adjusted EBITDA) 

  
	
   

  	
   

  	
   

  
	
  1.5 

  	
   

  	
  Actual Performance equals
  105% of the  Performance Parameter
  (including Budgeted  Adjusted EBITDA) 

  
	
   

  	
   

  	
   

  
	
  2.0 

  	
   

  	
  Actual Performance equals
  or exceeds 110% of  the Performance Parameter
  (including Budgeted  Adjusted EBITDA) 

  
	
   

  	
   

  	
   

  
	
  Determined by interpolation
  between 0.5  and 2.0 

  	
   

  	
  Actual Performance exceeds
  90% but is below  110% of the Performance
  Parameter (including  Budgeted Adjusted EBITDA) 

  



 


5. If Executive’s employment with the Company
ceases upon expiration of the Term, Executive shall be entitled to a lump sum
payment, within ten (10) business days, equal to the Target Bonus for
Executive for the year of termination pro-rated based on the number of days
from the beginning of the year through the Date of Termination divided by the
total number of days in the year of termination.