Exhibit 10.19


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into by and
between Isle of Capri Casinos, Inc., a Delaware corporation (the “Company”),
and Eric Hausler (“Employee”), and is intended to be effective as of the date
set forth below.


 


1.             Employment and Term:


 


1.1          Position.  The Company and/or an affiliated
employer of the Company shall employ and retain Employee as its Senior Vice President of Strategic
Initiatives  or in such
other capacity or capacities as may be mutually agreed upon from time to time,
and Employee agrees to be so employed, subject to the terms and conditions set
forth herein.  Employee’s duties and
responsibilities shall be those assigned to him or her consistent with being a
Senior Vice President.  Employee agrees
to discharge such duties in a reasonable and customary manner.


 


1.2          Affiliated
Employer.  Employee
acknowledges that he or she may perform services for the benefit of or be
employed by an affiliate of the Company upon the same terms and conditions
stated herein.  Employee agrees that any
reference to the Company herein shall be deemed to 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 to the Company, any such affiliate and any
other affiliate of the Company.


 


1.3          Full Time
and Attention.  Employee agrees
that he or she will devote his or her full time and attention to the
performance of his or her duties hereunder. 
Employee will not, without the prior written consent of the Company (not
to be unreasonably withheld) be engaged, whether or not during normal business
hours, in any other business or professional activity, whether or not such
activity is pursued for gain, profit or other pecuniary advantage.  The Company agrees and acknowledges that the
Employee shall be permitted to (i) engage in charitable activities,
including service on the boards of directors of nonprofit organizations; and (ii) engage
in passive personal investing so long as such investing complies with the
Company’s employee trading policies and applicable securities laws and
regulations.


 


1.4          Term.  Employee’s employment shall
commence as soon as practicable but no event later than September 15, 2009
(the date employment actually commences is referred to herein as the “Effective
Date”) and shall continue for a series of successive one-year terms, unless
earlier terminated as provided in Sections 3 or 4 hereof (the period during
which Employee is employed hereunder referred to as the “Employment Term”).


 


2.             Compensation and Benefits:


 


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


 

















 


a.             The
continuation of Employee’s annualized Base Compensation in effect as of the
date on which his or her employment ceases (Employee’s “Termination Date”),
which amount shall be divided and paid in equal installments during the
12-month period following such date, in accordance with the Company’s regular
pay date practices;


 


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


 


c.             A monthly
amount equal to the Company’s portion of Employee’s premium or similar
contribution required under the Company’s group medical plan as an active
employee, such amount to be (i) based upon Employee’s level of enrollment
in such plan as of his or her Termination Date, (ii) paid during the 12-month
period following Employee’s Termination Date or until Employee’s coverage
ceases in accordance with Section 4980B of the Internal Revenue Code of
1986, as amended (the “Code”), if earlier, and (iii) contingent upon
Employee’s timely election to continue his or her coverage under the Company’s
group medical plan in accordance with Code Section 4980B.


 


3.2          Termination
on Account of Death or Disability.  If Employee
dies or becomes Disabled during the Employment Term, this Agreement and
Employee’s employment hereunder shall terminate.   In
such event, the Company shall pay or provide to Employee (or to his or her estate)
(a) the amount of any accrued but unpaid Base Compensation, (b) Basic
Severance, and (c) any other amount or benefit to which Employee may be
entitled under a separate plan, policy or program maintained by the Company.  Employee shall be deemed “Disabled” hereunder if
he or she is (a) unable to engage in any substantial gainful activity due
to a medically-determinable physical or mental impairment that can be expected
to result in death or to last for a continuous period of at least 12 months, or
(b) receiving benefits under the Company’s separate long-term disability
plan for a period of at least three months as a result of a
medically-determinable physical or mental impairment. The Company shall certify
whether Employee is Disabled as defined herein.


 


3.3          Termination
on Account of Employee’s Voluntary Resignation. 
Employee may terminate this Agreement and his or her employment
hereunder, upon 30 days prior written notice to the Company or such shorter
period as may be agreed upon by the parties hereto.  In such event, the Company 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 be required under a
separate plan, policy or program maintained by the Company or as may be
required by law to be provided.


 


If
Employee voluntarily terminates this Agreement and his or her employment
hereunder on or after the date on which he or she attains age 65 and has
completed at least three years of service with the Company, then notwithstanding
any provision of any plan, policy, contract or arrangement to the contrary, he or
she shall receive the following amounts and benefits, in addition to any amount
or benefit payable under a separate plan, policy or program maintained by the
Company:


 


a.             Any stock
options or other equity awards then outstanding shall be fully vested and be
and remain exercisable during the one-year period following such termination or
such longer period expressly provided under the terms of Employee’s individual
grant or award;


 


b.             The amount of
any bonus due under the Company’s Annual Incentive Plan or a successor thereto
with respect to the Company’s most recently completed fiscal year, if any, to
the 


 


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extent
that such bonus has not yet been paid as of such date, which amount shall be
paid in the form of a single-sum on the payment date generally applicable to
such bonus;


 


c.             A monthly
amount equal to the Company’s portion of Employee’s premium or similar
contribution under the Company’s group medical plan, such amount to be (i) based
upon Employee’s level of enrollment in the Company’s group medical plan as of
his or her Termination Date, (ii) paid during the 12-month period
following Employee’s Termination Date or until the date on which Employee’s
continuation coverage ceases in accordance with Code Section 4980B, if
earlier, and (iii) contingent upon Employee’s timely election to continue
his or her coverage under the Company’s group medical plan in accordance with Code
Section 4980B; and


 


d.             An amount equal
to Employee’s average bonus paid under the Company’s Annual Incentive Plan or a
successor thereto during the Company’s three most recently completed fiscal
years, determined net of any deferral under the Deferred Bonus Plan, multiplied
by a fraction (i) the numerator of which is the number of days of Employee’s
service 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 employment hereunder at any time,
without Cause (as defined below), with not less than 30 days prior written
notice to Employee, unless a shorter period is agreed upon by the parties
hereto.  In such event, the Company shall
pay to Employee his or her accrued but unpaid Base Compensation, provide any
benefits otherwise required by law to be provided, and pay any amount or
benefit otherwise required under a separate plan, policy or program maintained
by the Company.  In the event that
Employee timely executes a general release in form and substance reasonably satisfactory
to the Company, the Company shall further provide to Employee Basic Severance.


 


3.5          Company’s
Termination for Cause.  The Company may
terminate this Agreement and  Employee’s
employment hereunder at any time for Cause. 
In such event, the Company 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 be required under a separate plan, policy or
program maintained by the Company or as may be required by law to be provided.  For purposes of this Agreement, the term “Cause”
shall mean that Employee has:


 


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


 


b.             Committed
intentional damage to the property of the Company or committed intentional
wrongful disclosure of Confidential Information (as defined below) which is
materially injurious to the Company’s financial condition or business
reputation;


 


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


 


d.             Willfully and
substantially refused to perform the essential duties of his or her position
(other than by reason of his Disability), which has not been cured within 30
days following written notice by the Company;


 


e.             Committed a
material breach of this Agreement, which has not been cured within 30 days
following receipt of written notice of the breach from the Company, which shall
include 


 


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but
not be limited to, the failure to timely obtain or to maintain in good standing
applicable licensure or registration requirements;


 


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


 


g.             Committed a
material breach of the Company’s Code of Ethics.


 


No
act or failure to act on the part of Employee will be deemed “intentional” if
it 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 without
reasonable belief that his or her action or omission was in the best interest
of the Company.  In connection with any
termination for Cause hereunder, the Company shall provide to Employee written
notice 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 the
Company’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” shall
mean that Employee has terminated his or her employment with the Company on
account of:


 


a.             A material diminution in
Employee’s Senior Vice President title, duties, or responsibilities;


 


b.             A material diminution in Employee’s
Base Compensation; or


 


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


 


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


 


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


 


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


 


b.             The average of
his or her annual bonus payable under the Company’s Annual Incentive Plan or a
successor thereto, before any deferral under the Company’s Deferred Bonus Plan,
during the Company’s three most recently completed fiscal years or such shorter



 


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period
as Employee has been employed by the Company; such amount shall be paid in the
form of a single-sum 30 days following Employee’s Termination Date or the first
business day thereafter.


 


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


 


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


 


e.             Any stock
options granted to Employee outstanding as of the occurrence of a Change of
Control shall be deemed fully vested and be and remain exercisable during the
one-year  period following Employee’s
Termination Date or such longer period that may be provided under Employee’s individual
grants or awards, but in no event shall such options remain exercisable ten
years after the date of their grant.


 


4.3          Excise
Tax.  If the aggregate present
value of all payments and benefits due to Employee under this Agreement and any
other payment or benefit due from the Company or any successor thereto (the “Aggregate
Payments”) would be subject to the excise tax imposed by Code Section 4999,
such payments or benefits shall be reduced by the minimum amount necessary to result
in no portion of the Aggregate Payments, so reduced, being subject to the
excise tax under Code Section 4999. 
The determination of whether a reduction is required hereunder shall be
made by the Company’s registered independent public accounting firm and shall
be binding upon the parties hereto.  To
the extent practicable, Employee shall be entitled to select the payments or
benefits subject to reduction hereunder.


 


5.             Business
Protection:


 


5.1          Consideration.  Employee
acknowledges that the execution of this Agreement and his or her access to
Confidential Information (as defined herein) shall constitute adequate
consideration 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 the existence of Confidential Information, which
is owned by the Company, regardless of whether such Confidential Information
was conceived, originated, devised, supplemented, discovered or developed by
Employee, the Company, or any other person or entity.  Employee acknowledges that he or she will
have access to Confidential Information during the Employment Term and agrees
that all such Confidential Information is, and shall remain, the sole and
exclusive property of the Company.  Except
as required by law, during the Employment Term and at all times thereafter,
Employee agrees that he or she shall not, without the prior written consent of
the Company, directly or indirectly use, disclose or disseminate to any person
or otherwise use any Confidential Information, other than on behalf of the
Company.  If Employee is legally served
with a lawfully issued subpoena directing Employee to disclose Confidential
Information, Employee shall immediately, but no later than five days after
receipt of such subpoena, provide written notice to the Company, including a
copy thereof.


 


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As
used herein, the term “Confidential Information” shall mean, in addition to the
Company’s trade secrets as defined under applicable law, any data or
information and documentation, whether in tangible form, electronic form or
verbally disclosed, that is valuable to the Company and not generally known to
the public.  To the fullest extent
consistent with the foregoing and applicable law, Confidential Information
shall further include, without limitation, the Company’s computer programs,
sales techniques and reports, formulas, data processes, methods, articles of
manufacture, machines, apparatus, designs, compositions of matter, products,
ideas, improvements, inventions, discoveries, developmental or experimental
work, corporate strategy, marketing techniques, pricing lists and data and
other pricing information, business plans, ideas and opportunities, accounting
and financial information including financial statements and projections,
personnel records, specialized customer information, proprietary agreement with
vendors, supplier information, special products and services the Company may
offer or provide to its customers/guests from time to time, pending
acquisitions, negotiations and transactions, or the terms of existing proposed
business arrangements.  Confidential
Information shall also include all customer/guest lists, accounts and
specifications, and contacts of the Company, and shall further include work in
progress, plans or any other matter belonging to or relating to the technical
or business activities of the Company.


 


5.3          Patents;
Intellectual Property. 
Employee hereby assigns and agrees to assign to the Company any
invention, improvement, or discovery made by Employee, alone or jointly with
others, during the Employment Term, including any period of authorized leave of
absence, or as a result of his or her employment, and which in 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 to the Company any such
invention, improvement or discovery and, without further consideration, will
upon request by the Company execute all proper papers for use in applying for,
obtaining and maintaining any United States or foreign patent and all proper
assignments thereof, at the Company’s expense and through its patent
counsel.  Each such invention,
improvement or discovery, whether or not patented, shall be the exclusive
property of the Company.


 


5.4          Noncompetition.  The parties agree that the
Company is engaged in: (a) the business of owning, managing and operating
gaming and casino facilities in the States of Missouri, Mississippi, Iowa,
Louisiana, Colorado, Florida, the United Kingdom and the Bahamas, (b) seeking
new gaming properties in additional jurisdictions, and (c) all aspects of
such gaming and casino operations (collectively, the “Company’s Business”).  Employee acknowledges that the Company would
be adversely affected if he or she competes with the Company, and, accordingly,
Employee agrees that, during the Employment Term and the one-year period
thereafter if his employment ends pursuant to Sections 3.3 or 3.5 of this
Agreement, Employee shall refrain from carrying on or engaging in a business
similar to the Company’s Business, either individually or jointly or on behalf
of or in concert with any other person, as a proprietor, partner, shareholder,
investor, lender, financial backer, director, officer, employee, agent,
advisor, consultant or manager.  The
provisions of this Section 5.4 shall apply to (a) any operation or
facility located within a 75-mile radius of any gaming operation or gaming
facility owned by the Company, whether in whole or in part, (b) any such
operation or facility, which is not owned by the Company but with respect to
which the Company renders or proposes to render consulting or management
services, and (c) any of the foregoing as to which the Company has taken
any substantive and substantial public steps toward owning, in whole or in
part, or managing.  In each case, such
determination shall be made as of the date hereof and Employee’s Termination
Date.


 


5.5          Nonsolicitation.  During the Employment Term
and the six-month period thereafter, Employee shall not, without the prior
written consent of the Company, either directly or indirectly, whether individually
or jointly or on behalf of or in concert with any other person, as a
proprietor, partner, shareholder, investor, lender, financial backer, director,
officer, employee, agent, advisor, consultant or manager, or in any other
capacity or manner whatsoever, solicit, hire or attempt to hire, enter into any



 


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contract or other arrangement with, or interfere
with, disrupt or attempt to interfere with or disrupt the Company’s
relationships with any person who is employed by the Company.


 


5.6          Reasonable
Terms.  By execution below, Employee
agrees that the geographic areas, duration and scope of activities outlined in
this Section 5 are reasonable.  Employee
further agrees that (a) such terms are no broader than necessary to
protect the Company’s business, (b) such terms are necessary to protect
and maintain the Company’s interest in Confidential Information with respect to
which Employee has or shall have access, and (c) such terms are not
oppressive and will not impose an unreasonable burden or restraint on Employee.


 


The
Company agrees that the provisions of this Section 5 shall not be
construed to prohibit the acquisition by Employee of less than 5% of any class
of securities issued by a publicly traded company.


 


5.7          Return of
Company’s Property.  Upon
termination or expiration of this Agreement and the employment of Employee
hereunder, for any reason, Employee or his or her estate shall promptly return
to the Company all of the property of the Company, including, without limitation,
access cards, keys and similar items, 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 Confidential Information that is in the possession
or under the control of Employee, without regard to the form thereof.  Employee, or his or her estate, shall provide
to the Company written certification that he or she has complied with the
provisions of this Section 5.7 not later than five days after his or her
Termination Date if specifically requested by the Company, or, in the event of
Employee’s death or Disability, such later time as the parties may mutually
agree.


 


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


 


5.9          Survival.  Notwithstanding any
provision of this Agreement to the contrary, Employee and the Company
acknowledge that the restrictions and limitations set forth in this Section 5
shall survive the termination of this Agreement and Employee’s employment
hereunder for any reason.


 


6.             General:


 


6.1          Specified
Employee Delay.  In the event
the Company determines that Employee is a “specified employee” within the
meaning of Code Section 409A as of his or her Termination Date, then,
notwithstanding any provision of this Agreement to the contrary, the Company
shall postpone until the first business day of the seventh calendar month
following Employee’s Termination Date (the “Delayed Payment Date”) any payment
or benefit hereunder which is deemed on account of Employee’s separation from
service and not otherwise permitted to be paid or furnished in accordance with
the provisions of Code Section 409A or the guidance promulgated
thereunder.   Any payment made as of
Employee’s Delayed Payment Date shall include the principal amount of all
payments suspended between Employee’s Termination Date and such date.


 


6.2          Successors
and Assigns.  This
Agreement is binding upon and shall inure to the benefit of the Company’s
successors and assigns.  The Company may
assign this Agreement in connection with a merger, consolidation, assignment,
sale or other disposition of substantially all of its assets or business,
without the consent of Employee.  This
Agreement may not be assigned by Employee.


 


6.3          Modification
and Waiver.  This
Agreement may be amended by written agreement signed by the parties hereto.  The Company’s failure, or delay in exercising
any right, or partial exercise 


 


7

















 


of any right will not waive any provision of this
Agreement or preclude the Company from otherwise or further exercising any
rights or remedies hereunder, including any other rights or remedies granted by
any law or any related document.


 


6.4          Governing
Law.  This Agreement shall be
governed by the internal laws of the State of Missouri, without regard to the
conflicts of law provisions thereof.


 


6.5          Arbitration,
Remedies and Attorneys’ Fees.  Any controversy
or claim arising out of or relating to this Agreement, or the breach thereof,
shall be settled by binding arbitration administered by the American
Arbitration Association under its Commercial Arbitration Rules, and judgment on
the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof.  Both the Company
and Employee hereby consent to this binding arbitration provision.


 


The parties agree that (a) if
Employee breaches any provision of this Agreement, the damage to the Company
may be substantial, although difficult to ascertain, and monetary damages may
not afford an adequate remedy, and (b) notwithstanding the provisions of this
Section 6.5, if Employee is in breach of any provision of this Agreement,
or threatens a breach of this Agreement, the Company shall be entitled, in
addition to all other rights and remedies as may be provided by law, to seek
specific performance and injunctive and other equitable relief, including, but
not limited to, restraining orders and preliminary and permanent injunctions,
to enforce the provision of this Agreement. 
The parties expressly agree that the Company has these specific and
express rights to injunctive relief without posting bond, and without the
necessity of proving irreparable injury, and that Employee expressly agrees not
to claim in any such equitable proceedings that a remedy at law is available to
the Company.  The existence of any claim
or cause of action by Employee, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by the Company or
any of its Affiliates of any provision hereof. 
The Company’s remedies for breach of this Agreement shall be cumulative
and the pursuit of one remedy shall not be deemed to exclude any other
remedies.  The parties hereto expressly
agree that the Company shall be entitled to recover damages for any loss
sustained or right to which it has been deprived, including any damages
provided by law.


 


If any proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach
or default in connection with any of the provisions of this Agreement, the
successful or prevailing party or parties shall be entitled to recover
reasonable attorneys’ fees and other costs incurred in that proceeding, in
addition to any other relief to which it may be entitled.


 


6.6          Severability
and Reformation.  To the
extent any provision of this Agreement shall be invalid or unenforceable, it
shall be considered deleted and the remainder of such provision and this
Agreement shall continue in full force and effect.  In furtherance of the foregoing, should the
duration or geographical extent of, or business activities covered by, any
provision of this Agreement be in excess of that which is valid and enforceable
under applicable law, such provision shall be construed to cover only the duration,
extent or activities that is valid and enforceable.  Employee acknowledges the uncertainty of the
law in this respect, and expressly stipulates that this Agreement is to be
given the construction which renders its provisions valid and enforceable to
the maximum extent permitted under applicable law.


 


6.7          Entire
Agreement.  This
Agreement (and Exhibit A attached) contains the entire agreement and
understanding by and between the parties and supersedes and replaces any previous
and contemporaneous oral negotiations, commitments, writings and understandings
concerning the matters herein.


 


6.8          Notices.  All notices and other communications required
or permitted under this Agreement shall be in writing and sent by certified or first
class mail, postage prepaid, and shall be 


 


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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


 


If
to the Employee:


 


Employee’s
last address in Company’s personnel files


 


With
a copy to:


 


Katten
Muchin Rosenman LLP


575
Madison Avenue


New
York, NY 10022-2585


Attn:
Steven Eckhaus, Esq.


 


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


 


6.10        Taxes.  The Company shall be entitled to withhold as
a condition of any payment or benefit described herein, any Federal, state or
local taxes required by law to be withheld.


 


6.11        No Mitigation or Offset.  The Employee shall not be required to mitigate
the amount of any payment provided for herein by seeking other employment or
otherwise, and any such payment will not be reduced in the event such other
employment is obtained.


 


6.12        Review and
Advice.  By execution below, Employee
represents and warrants that he or she has read this Agreement and obtained
independent advice concerning the terms and conditions thereof.  Employee voluntarily executes this Agreement
with full knowledge of its terms and conditions and the rights and obligations
of the parties set forth herein.


 


6.13        Facsimile Signature.  A facsimile signature of any party shall have
the same legal effect an original signature.


 


[The remainder of this page is
intentionally blank.  The next page is
the signature page.]


 


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THIS
EMPLOYMENT AGREEMENT is executed in multiple counterparts, each of which
shall be deemed an original, as of the dates set forth below, to be effective
as provided above.


 


	
  Employee:

  	
   

  	
  Isle of Capri Casinos, Inc.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Eric
  Hausler

  	
   

  	
  By:

  	
  /s/
  R. Ronald Burgess

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  R.
  Ronald Burgess SVP, HR

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  August 6, 2009

  	
   

  	
  Date

  	
  August 5, 2009

  
					



 


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