Exhibit
10.17


 


AMENDMENT
NO. 2 TO EMPLOYMENT AGREEMENT


This Amendment No.
2 to Employment Agreement dated as of December 16, 2004, (this “Amendment”) is
entered into with reference to the Employment Agreement dated as of November 8,
2000, between Hard Rock Hotel, Inc., a Nevada corporation (the “Company”), and
James D. Bowen, an individual (“Executive”) (as amended by an Amendment No. 1
dated September 7, 2001, the “Agreement”). 
The Company and Executive hereby agree as follows:


1.               Definitions. 
Capitalized terms used herein are used with the meanings set forth for
those terms in the Employment Agreement.


2.               Termination for No Cause. 
Section 7.5 of the Employment Agreement is hereby amended to read in
full as follows:


In
addition to the right to terminate this Agreement pursuant to Sections 7.1, 7.2
and 7.3 of this Agreement, the Company shall have the right to terminate this
Agreement and Executive’s employment hereunder for any other reason or for no
reason.  In the event that the Company
terminates this Agreement and Executive’s employment hereunder pursuant to this
Section 7.5, the Company shall give ten (10) days prior written notice to
Executive and pay a lump sum termination fee to Executive in an amount equal to
the greater of (i) Three-Hundred and Twenty-Five Thousand Dollars ($325,000.00)
or (ii) twelve (12) months of the Executive’s base salary rate immediately
prior to such termination plus an amount equal to the average of the
immediately preceding three (3) year’s annual bonuses paid to Executive.  In addition, Executive shall be provided
medical, hospitalization, dental, vision, pharmacy and term group life
insurances, at no cost to Executive for a term of twelve (12) months after any
termination.  In addition, Executive
shall be entitled to be paid any amounts deferred or owed under any deferred
compensation plan and be entitled to be paid at a minimum a pro-rata share of
any amounts that would have otherwise been due to executive under any deferred
bonus plan.


  Additionally, in the event of a Change in
Control of the Company and if within thirty (30) days after the Change in
Control the Executive tenders his resignation in conformity with Article 7.3 of
the Agreement, Executive shall be entitled to be paid a lump sum termination
fee to Executive in an amount equal to the greater of (i) Six-Hundred and Fifty
Thousand Dollars ($650,000.00) or (ii) twenty-four (24) months of the Executive’s
base salary rate immediately prior to such termination plus an amount equal to
two (2) times the average of the immediately preceding three (3) year’s annual
bonuses paid to Executive.  Executive
shall also be provided medical, hospitalization, dental, vision, pharmacy and
term group life insurances, at no cost to Executive for a term of twenty-four
(24) months after any termination.  In
addition, Executive shall be entitled to be paid any amounts deferred or owed
under any deferred compensation plan and be paid at a minimum a pro-rata share
of any amounts that would have otherwise been due to executive under any
deferred bonus plan.  A Change in Control
of the Company shall mean a change in control of a nature that would be
required to be reported in response to Item 403(c) of Regulation S-K; provided
that, without limitation, such a change in control shall not be deemed to have
occurred if Peter Morton is the beneficial owner as defined in Rule 13d-3 under
the Exchange Act, directly or indirectly, of securities of the Company
representing 51% or more of the combined voting power of the Company’s then
outstanding securities.


3.               Confirmation. 
In all other respects, the terms of the Employment Agreement are hereby
confirmed.


 





















 


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed as of the date
hereinabove set forth.


	
  COMPANY:

  	
   

  	
  EXECUTIVE:

  
	
   

  	
   

  	
   

  
	
  Hard Rock Hotel,
  Inc., a Nevada corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Peter A.
  Morton

  	
   

  	
  /s/ James D. Bowen

  
	
   

  	
  Peter A. Morton,
  President

  	
   

  	
  James D. Bowen