Exhibit 10.5


 


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 Mark Quenzel. 
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/
  Mark Quenzel

  
	
   

  	
   

  	
  Mark Quenzel

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.