Exhibit 10.11

 

Fred Buro 12/2010

 

EMPLOYMENT AGREEMENT

 

	
1.
    	
 
    	
EMPLOYER:
    	
 
    	
Presque Isle   Downs, Inc. (the “Company”), a wholly owned subsidiary of MTR   Gaming Group, Inc. (“MTR”), having an address of 8199 Perry   Highway, Erie, PA 16509.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
2.
    	
 
    	
EMPLOYEE:
    	
 
    	
Fred Buro (the “Executive”)
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
3.
    	
 
    	
PERIOD OF EMPLOYMENT:
    	
 
    	
The Company   hereby agrees to employ the Executive, and the Executive hereby agrees to   work in the employ of the Company, subject to the terms and conditions of   this Agreement, for the period commencing on December 15, 2010 (the “Employment   Date”) and ending on the second anniversary of the Employment Date (such   period, the “Agreement Term”); provided, however, such Agreement Term   shall automatically be extended on the last day thereof for successive one   (1) year periods unless either party provides to the other party a   written notice of non-renewal (a “Non-Renewal Notice”) at least 90   days prior to the expiration date of the then applicable Agreement Term. The   period of Executive’s employment under this Agreement shall be hereinafter   referred to as the “Period of Employment.”
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
4.
    	
 
    	
DUTIES:
    	
 
    	
Effective as of   the Employment Date, Executive shall serve, pursuant to the terms of this   Agreement, as the Company’s President and General Manager, and in such other   positions, consistent with Executive’s role, which the Company or MTR may   appoint to Executive during the Period of Employment. Executive shall devote   all of his business time, energy and skill to the business and affairs of the   Company and its affiliates and to the promotion of their interests. Executive   shall report directly to and shall be subject to the direction of either   MTR’s Chief Operating Officer and/or MTR’s Chief Executive Officer, as may be   determined from time to time by the Company or MTR.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
5.
    	
 
    	
COMPENSATION & BENEFITS:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
 
    	
Salary:   During   the Period of Employment, the Company shall pay Executive an annual base   salary of $275,000, or such greater amount as may be approved from time to   time by the Compensation Committee (the “Compensation Committee”) of the   Board of Directors of MTR (the “Board”) (the “Base Salary”). The   Base Salary shall be paid in accordance with the normal payroll practices of the   Company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
 
    	
Annual Incentive Bonus: During the Period of Employment,
    


 



 











 

	
 
    	
 
    	
 
    	
 
    	
Executive shall   be eligible to participate in MTR’s annual incentive plan, as may be in   effect from time to time, in the sole discretion of the Compensation   Committee (“Incentive Plan”). Executive’s target bonus under the   Incentive Plan shall be 40% of Base Salary (or such amount as may be   determined by the Compensation Committee, in its discretion); actual awards   may be earned above or below the targeted amount based on performance   objectives, as may be established by the Compensation Committee, in its   discretion.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)
    	
 
    	
Long   Term Incentive Program: During the Period of Employment,   Executive shall be eligible to participate in MTR’s Long Term Incentive   Program, as may be in effect from time to time, and subject to the terms and   conditions determined by the Compensation Committee, in its sole discretion.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)
    	
 
    	
Benefits:   During   the Period of Employment, Executive shall be eligible to participate in   employee benefit plans made available by the Company and/or MTR from time to time   to the Company’s executives, generally, as the Compensation Committee may   periodically approve, in its sole discretion.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(e)
    	
 
    	
Life   Insurance: During the Period of Employment, the Company (or MTR) will maintain, at   its sole cost and expense, a term life insurance policy for Executive with a   face value equal to Executive’s Base Salary. Executive shall have the right   to name the beneficiary of such term life insurance policy. Notwithstanding   the foregoing, the Company’s (or MTR’s) obligation to pay premiums for such   term life insurance policy shall be limited to the rate charged for preferred   non-smokers.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(f)
    	
 
    	
Automobile   Allowance: During the Period of Employment, Executive shall be entitled to $600 per   month toward the lease or purchase, insurance and maintenance of an   automobile.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(g)
    	
 
    	
Vacation:   During   the Period of Employment, Executive shall be entitled to four (4) weeks   of paid vacation per year, subject to the terms of the Company’s vacation   policy as in effect from time to time.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(h)
    	
 
    	
Other Expenses: During the Period of Employment, the   Company shall (i) reimburse Executive for reasonable travel and other   expenses incident to the rendering of services by Executive hereunder, in   accordance with Company policies, (ii) pay for expenses associated with   Executive’s gaming licensure in each state in which Executive is directed by   the Company or any of its affiliates to become licensed, and   (iii) provide Executive a
    


 



 











 

	
 
    	
 
    	
 
    	
 
    	
Company cellular   telephone, or, at the Company’s election, reimburse Executive for the cost of   a cellular phone and reasonable monthly service charges maintained by   Executive, subject to documentation in accordance with the Company’s policy,   as in effect from time to time. All payments and expense reimbursements under   this Section 5(h) shall be subject to Executive’s submission of   appropriate vouchers, bills and receipts in accordance with the Company’s   policies.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
 
    	
Working Facilities: During the Period of Employment, the   Company shall provide Executive with an office, secretarial, administrative   and other assistance, and such other facilities and services as shall be   suitable to his position and appropriate for the performance of his duties.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
6.
    	
 
    	
TERMINATION:
    	
 
    	
Executive’s   employment under this Agreement may be terminated by either party at any time   and for any reason, subject to the consequences of termination as provided in   this Section 6. Upon Executive’s termination of employment for any   reason, the Period of Employment shall terminate and Executive shall be paid   the Accrued Rights. For purposes of this Agreement, “Accrued Rights”   shall include: (i) Executive’s earned but unpaid Base Salary as of the   date of his termination of employment and his accrued and unused vacation   pursuant to Section 5(g) hereof, which shall be paid within thirty   (30) days of termination; (ii) reimbursement for reasonable business   expenses and authorized travel expenses incurred but still outstanding under   Section 5(h) hereof, which shall be paid within thirty (30) days of   termination; (iii) any bonus under the Incentive Plan earned and   approved to be paid by the Compensation Committee with respect to completed   fiscal periods that precede Executive’s date of termination but have not been   paid through the date of termination, which shall be paid within thirty (30)   days of the Compensation Conmittee’s approval of such payment, but in no   event later than March 15 following the calendar year to which the bonus   relates, if so approved; and (iv) all payments, rights and benefits due   as of the date of termination under the terms of the Company’s or MTR’s (as   applicable) employee and fringe benefit plans and programs in which Executive   participated during the Period of Employment, the time and manner of payment   of which shall be determined according to the terms and conditions of the   applicable plans and programs.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
 
    	
Termination Without Cause: Subject to   Section 6(f) hereof, in the event that the Company terminates   Executive’s employment hereunder without Cause during the Agreement Term   (which, for the avoidance of doubt, shall not include Executive’s death or   Disability (as defined below)), then, in addition to the Accrued
    


 



 











 

	
 
    	
 
    	
 
    	
 
    	
Rights,   Executive shall be entitled to receive the following severance payments and   benefits (the “Severance Payments”):
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
(i) continued   payment of the Base Salary for a period of 12 (twelve) months following the   date of Executive’s termination of employment (the “Severance Period”),   payable in accordance with the Company’s normal payroll practice;

 

(ii) a   bonus amount under the Incentive Plan, based on achievement of the applicable   performance criteria for the Incentive Plan year in which Executive   terminates employment, as determined at the Compensation Committee’s   discretion, and adjusted on a pro rata basis based on the number of days   Executive was actually employed during such year; provided, however, that   Executive shall only be entitled to such payment if he is employed with the   Company for a period of at least six (6) months during such Incentive   Plan year. Such amount shall be paid in a lump sum within thirty (30) days of   the Compensation Committee’s approval of such payment, but in no event later   than March 15 following the calendar year to which the bonus relates, if   so approved; and

 

(iii) continued   medical coverage under the Company’s group health plan for the Severance   Period on the same terms and conditions that applied to Executive at the time   of his termination of employment (including, without limitation, employee   contribution rates, if applicable, and coverage); following the Severance   Period, Executive shall be permitted to elect COBRA continuation coverage in   accordance with applicable law.

 

The Severance   Payments will begin on the 60th day following Executive’s termination of   employment, with the first such payment to include any amounts attributable   to payroll intervals occurring prior to such date, provided, however, that,   to the extent that the payments are exempt from Section 409A of the   Internal Revenue Code of 1986, as amended (the “Code”), such exempt   payments shall be made beginning with the first payroll date following the   effectiveness of the general release of claims set forth in Section 6(f) hereof.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
 
    	
Termination For Cause;   Termination by Executive: In the event that (i) the Company   terminates Executive’s employment hereunder for Cause, or (ii) the   Executive terminates his employment hereunder (except for Good Reason as   provided in Section 6(e) hereof), Executive shall not be entitled   to receive any payments or benefits under this Agreement other than the   Accrued Rights. “Cause” shall mean (i) Executive’s conviction for   a
    


 



 











 

	
 
    	
 
    	
 
    	
 
    	
felony, crimen   falsi or serious misdemeanor, (ii) Executive’s embezzlement or   misappropriation of funds or property of the Company or any of its   affiliates, (iii) Executive’s consistent refusal to substantially   perform, or willful misconduct in the substantial performance of, his duties   and obligations hereunder; (iv) Executive’s engaging in activity that   the Chief Executive Officer of MTR determines in his reasonable judgment   would result in the suspension or revocation of any video lottery, parimutuel,   or other gaming license or permit held by MTR or any of its subsidiaries;   (v) a determination by any state gaming regulatory agency that Executive   is not suitable to hold his position or otherwise to participate in a gaming   enterprise in the state in question; or (vi) Executive’s material   violation of the provisions of Section 11(g) hereof.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)
    	
 
    	
Death   or Disability: In the event of Executive’s death or Disability, the Period of Employment   shall terminate and Executive shall not be entitled to receive any payments   or benefits under this Agreement other than the Accrued Rights. For purposes   of this Agreement, “Disability” shall mean the inability of Executive   by reason of physical or mental disability to continue the proper performance   of his duties hereunder for a period of 180 consecutive days. Notwithstanding   the foregoing, in the event of Executive’s death, his estate or   beneficiaries, as applicable, shall be entitled to receive the proceeds of   the life insurance policy referred to in Section 5(e) hereof.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)
    	
 
    	
Expiration   of Period of Employment. Subject to   Section 6(f) hereof, in the event that Executive’s employment terminates   upon expiration of the Agreement Term (including any renewal thereof) by   reason of the Company’s provision of a Non-Renewal Notice, then Executive   shall receive the Accrued Rights and the Severance Payments set forth in Section 6(a) hereof.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(e)
    	
 
    	
Change   in Control: Notwithstanding any other provision of this Agreement to the contrary,   and subject to Section 6(f) hereof, if a Change in Control shall   occur during the Period of Employment, and, prior to the first anniversary of   the consummation date of the Change in Control, either (i) the Company   terminates Executive’s employment without Cause or (ii) Executive   terminates his employment for Good Reason, then the Executive shall receive   the Accrued Rights and the Severance Payments set forth in   Section 6(a) hereof, except that the Severance Period shall be   eighteen (18) months. For the avoidance of doubt, in the event of such a   Change in Control, the Agreement Term shall continue in effect at least until   the first anniversary of the Change in Control.
    


 



 











 

	
 
    	
 
    	
 
    	
 
    	
“Change   in Control” shall mean the occurrence of either of the following:

 

(i) the acquisition by any individual, entity or group (within the   meaning of Section 13(d)(3) or 14(d)(2) of the Securities   Exchange Act of 1934, as amended) (the “Act”) of beneficial ownership (within   the meaning of Rule 13d-3 of the Act) of more than 50% of the (A) then   outstanding voting stock of MTR; or (B) the combined voting power of the   then outstanding securities of MTR entitled to vote;

 

(ii) an ownership change in which the shareholders of MTR before   such ownership change do not retain, directly or indirectly, at least a   majority of the beneficial or legal interest in the voting stock of MTR after   such transaction, or in which MTR is not the surviving company;

 

(iii) the direct or indirect sale or exchange by the beneficial   owners (directly or indirectly) of MTR of all or substantially all of the   assets of MTR; or

 

(iv) during any twenty-four (24) month period, individuals who, as of   the beginning of such period, constitute the Board (the “Incumbent   Directors”) cease for any reason to constitute at least a majority of the   Board, provided that any person becoming a director subsequent to the   beginning of such period whose election or nomination for election was   approved by a vote of at least a majority of the Incumbent Directors then on   the Board (either by a specific vote or by approval of the proxy statement of   MTR in which such person is named as a nominee for director, without written   objection to such nomination) shall be an Incumbent Director; provided,   however, that no individual initially elected or nominated as a director of   MTR as a result of an actual or threatened election contest with respect to   directors or as a result of any other actual or threatened solicitation of   proxies by or on behalf of any person other than the Board shall be deemed to   be an Incumbent Director.

 

“Good Reason”   shall mean the occurrence of either of the following events without   Executive’s consent: (i) a material diminution in Executive’s duties as   contemplated herein, (ii) a material reduction in Executive’s Base   Salary or (iii) the relocation by the Company of Executive’s place of   employment to more than fifty (50) miles from the Company’s offices in Erie,   PA; provided, however, that Executive shall give written notice   to the Company of the applicable event within ninety (90) days of the   occurrence thereof, and the Company shall have a period of thirty
    


 



 











 

	
 
    	
 
    	
 
    	
 
    	
(30) business   days after receipt of such notice to cure the event, and in the event of   cure, (or the commencement of steps reasonably designed to result in prompt   cure), Executive’s assertion of Good Reason shall be null and void.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(f)
    	
 
    	
Release; Cessation of   Severance Payments: Executive hereby agrees that Executive shall be   entitled to the Severance Payments and other benefits provided for in   Sections 6(a), 6(d) and 6(e) hereof (other than the Accrued Rights)   (i) only if Executive timely executes and delivers to the Company a   general release of claims specified by the Company and substantially in the   form attached hereto as Exhibit A, and the general release of   claims has become effective and irrevocable in accordance with its terms, and   (ii) only so long as Executive does not breach any of the restrictive   covenants in Section 7 hereof.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
7.
    	
 
    	
RESTRICTIVE COVENANTS:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
 
    	
Intellectual   Property: All programs, ideas, strategies approaches, practices or inventions   created, developed, obtained or conceived of by Executive during the term   hereof by reason of his engagement by the Company, MTR or their affiliates   (collectively, the “Protected Parties”), shall be owned by and belong   exclusively to the Protected Parties, provided that they are related in any   manner to the Protected Parties’ business. Executive shall (i) promptly   disclose all such programs, ideas, strategies, approaches, practices,   inventions or business opportunities to the Protected Parties, and   (ii) execute and deliver to the applicable Protected Party, without additional   compensation, such instruments as the Protected Party may require from time   to time to evidence its ownership of any such items.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
 
    	
Confidentiality: Executive agrees that during the Period   of Employment and at all times thereafter, he will not, directly or   indirectly, (i) disclose to any other person or entity, either during or   after his employment by the Company, or (ii) use, except during his   employment by the Company in the business and for the benefit of the   Protected Parties, any confidential information, proprietary information,   competitive information and/or trade secrets (collectively, “Confidential   Material”) relating to the business practices of the Protected Parties   acquired by Executive during his employment by the Company, provided,   however, that such Confidential Material shall not include any information   that has become generally available to the public other than as a result of a   disclosure by Executive. Nothing herein shall preclude Executive from   disclosing Confidential Material to the extent such disclosure
    


 



 











 

	
 
    	
 
    	
 
    	
 
    	
is required by   law or court or administrative order, in which case Executive shall notify   the Company in advance of any such disclosure (or if advance notice is not   practicable, as soon as possible following such disclosure). Upon termination   of his employment with the Company for any reason, Executive agrees to return   to the Company all tangible manifestations of Confidential Materials and all   copies thereof.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(c)
    	
 
    	
Non-Competition:   Executive   agrees that during the Restricted Period (as defined below), Executive will   not become a stockholder, member, director, officer, employee or agent of or   consultant to any corporation, partnership or other entity that is engaged in   a Competing Business within the Restricted Area (as each term is defined   below), or otherwise engage, directly or indirectly, in a Competing Business   within the Restricted Area. “Competing Business” shall mean the   business of competitive gaming (including, without limitation, casino operation   and horseracing). “Restricted Area” shall mean one hundred (100) miles   from any location in which any Protected Party does business or in which   Executive has knowledge that any of the Protected Parties contemplates doing   business. The foregoing shall not preclude the ownership by Executive (solely   as an investor and without any other participation in or contact with the   management of the business) of less than five percent (5%) of the outstanding   shares of stock of any corporation engaged in any such business, which shares   are regularly traded on a national securities exchange or in an   over-the-counter market.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
“Restricted   Period” shall mean the Period of Employment and (i) if Executive’s   employment terminates under the circumstances described in Section 6(a),   (d), or (e) hereof, the applicable Severance Period provided for under   such sections, or (ii) if Executive’s employment terminates under any   other circumstances (including, without limitation, by the Company for Cause,   or by Executive without Good Reason), the ninety (90) day period immediately   following the Period of Employment.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)
    	
 
    	
Non-Solicitation:   Executive   agrees that during the Period of Employment and for the one (l) year   period immediately following Executive’s termination of employment from the   Company for any reason, Executive shall not, directly or indirectly, without   the express written consent of the applicable Protected Party, solicit any   person who is or shall be in the employ or service of such Protected Party to   leave such employ or service for any other employment opportunity.
    


 



 











 

	
 
    	
 
    	
(e)
    	
 
    	
Acknowledgement: Executive acknowledges and agrees that   (A) the agreements and covenants contained in this Section 7 are   (i) reasonable and valid in geographical and temporal scope and in all   other respects and (ii) essential to protect the value of the business   and assets of the Protected Parties, and (B) by his employment with the   Company, Executive has obtained and will obtain knowledge, contacts,   know-how, training, and experience, and there is a substantial probability   that such knowledge, contacts, know-how, training, and experience could be   used to the substantial advantage of a competitor of the Protected Parties   and to the substantial detriment of the Protected Parties.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
8.
    	
 
    	
TAXES: 
    	
 
    	
The Company and   it affiliates may withhold from any payments made under this Agreement all   applicable taxes, including but not limited to income, employment, and social   insurance taxes. Executive acknowledges and represents that the Company has   not provided any tax advice to him in connection with this Agreement and that   he has been advised by the Company to seek tax advice from his own tax   advisors regarding this agreement and payments that may be made to Executive   pursuant to this agreement, including specifically, the application of the   provisions of Section 409A of the Code to such payments.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
9.
    	
 
    	
APPLICATION OF   SECTION 409A OF THE CODE: 
    	
 
    	
To the extent   applicable, it is intended that this Agreement comply with, or otherwise be   exempt from, the provisions of Section 409A of the Code, so as to   prevent inclusion in gross income of any amounts payable or benefits provided   hereunder in a taxable year that is prior to the taxable year or years in   which such amounts or benefits would otherwise actually be distributed,   provided or otherwise made available to Executive. This Agreement shall be   construed, administered, and governed in a manner consistent with this   intent. If and to the extent that any payment or benefit under this Agreement   is determined by the Company to constitute “non-qualified deferred   compensation” subject to Section 409A of the Code and is payable to   Executive by reason of Executive’s termination of employment, then such   payment or benefit shall be made or provided to Executive only upon a   “separation from service” as defined for purposes of Section 409A of the   Code. In no event will the reimbursements or in-kind benefits to be provided   pursuant to this Agreement in one taxable year affect the amount of reimbursements   or in-kind benefits to be provided in any other taxable year, nor Executive’s   right to reimbursement or in-kind benefits be subject to liquidation or   exchange for another benefit. Each payment under this Agreement will be   considered a “separate payment” and not one of a series of payments for   purposes of Section 409A of the Code. Notwithstanding any provision of   this Agreement to the contrary, if Executive is a “specified employee”
    


 



 











 

	
 
    	
 
    	
 
    	
 
    	
within the   meaning of Section 409A(a)(2)(B) of the Code (as determined by the   Company), any payment (or portion thereof) otherwise due Executive during the   first six months following Executive’s termination of employment that is not   exempt from Section 409A of the Code either as separation pay or as a   short term deferral under applicable Treasury regulations will be held until   and paid on the day following the expiration of such six-month period. In no   event shall the Company be liable for any additional tax, interest or   penalties that may be imposed on Executive under Section 409A of the   Code or any damages for failing to comply with Section 409A of the Code.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
10.
    	
 
    	
INDEMNIFICATION
    	
The Company   shall indemnify and hold harmless Executive to the fullest extent permitted   by the Company’s by-laws and certificate of incorporation for any action or   inaction of the Executive while serving as an officer or director of the   Company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
11.
    	
 
    	
GENERAL:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
 
    	
Parties In Interest: This Agreement shall be binding upon   and inure to the benefit of Executive and his heirs and beneficiaries, and it   shall be binding upon and inure to the benefit of the Company and its   successors and assigns.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
 
    	
Arbitration; Injunctive   Relief: Any disputes arising under the terms of this Agreement shall be settled   by binding arbitration between the parties in the Wexford, Pennsylvania area   in a proceeding held under the rules of the American Arbitration   Association. The arbitrators shall have no authority to grant either party   any consequential, incidental, punitive or special damages. Notwithstanding   the foregoing provisions of this Section 11(b), recognizing the   irreparable damage will result to the Protected Parties in the event of the   breach or threatened breach of any of the covenants in Section 7 hereof,   and that the Protected Parties’ remedies at law for any such breach or   threatened breach will be inadequate, the Protected Parties, in addition to   such other remedies which may be available to it (including, without, limitation immediate cessation of the   Severance Payments), shall be entitled to an injunction, including a   mandatory injunction, to be issued by any court of competent jurisdiction   ordering compliance with this Agreement or enjoining and restraining   Executive from the continuation of such breach.
    


 



 









 

	
 
    	
 
    	
(c)
    	
 
    	
Entire Agreement   (Merger & Integration): This Agreement supersedes any and all   other agreements, either oral or in writing, between the parties hereto with   respect to the employment of Executive by the Company or MTR and contains all   of the covenants and agreements between the parties with respect to such   employment in any manner whatsoever. Any modification of this Agreement will   be effective only if it is in writing signed by the parties.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(d)
    	
 
    	
Governing Law: Pennsylvania without giving effect to   the choice of law or conflicts of law rules and laws of such   jurisdiction.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(e)
    	
 
    	
Severability: In the event that any term or condition   contained in this Agreement shall for any reason be held by a court of   competent jurisdiction to be invalid, illegal or unenforceable in any   respect, such invalidity, illegality or unenforceability shall not affect any   other term or condition of this Agreement, but this Agreement shall be   construed as if such invalid or illegal or unenforceable term or condition   had never been contained herein.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(f)
    	
 
    	
Counterparts: This Agreement may be executed in two or   more counterparts, each of which shall be deemed to be an original but all of   which together shall constitute one and the same instrument. The execution of   this Agreement may be by actual or facsimile signature.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(g)
    	
 
    	
Code of Ethics: Executive acknowledges receipt of and   agrees to comply with (i) MTR Gaming Group, Inc.’s Code of Ethics   and Business Conduct, as well as the Conflicts of Interest Policies, copies   of which are attached hereto as Exhibit B and incorporated by   reference. Additionally, Executive acknowledges that MTR’s securities are   publicly traded and agrees that due to his position he may be in possession   of material non-public information. Accordingly, Executive warrants that he   will neither (i) trade in MTR’s securities nor (ii) “tip” another   person or entity, in each case, while Executive is in possession of material   non-public information about MTR or its affiliates.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(h)
    	
 
    	
Notice: Any notice required or permitted to be   given pursuant to this Agreement shall be sufficient only if in writing and   sent by certified or registered mail, return receipt requested, (i) if   the notice is to the Company, to the Chief Executive Officer of MTR at MTR’s   Corporate office, and (ii) if the notice is to Executive, at his address   on record with the Company. Notice shall also be sufficient if delivered by   hand to the persons specified in the preceding sentence, as applicable.
    


 



 











 

	
 
    	
 
    	
(i)
    	
 
    	
Board   Approval: This Agreement shall neither be valid nor binding until such time that it   is approved of and/or ratified by the Board.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(j)
    	
 
    	
Survival:   For the   avoidance of doubt, neither the termination of the Agreement Term nor the   termination of the Period of Employment shall relieve the parties of those   obligations that are intended to survive any such termination.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
SIGNATURE   PAGE FOLLOWS.
    


 



 











 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of this 15, day of December, 2010.

 

 

	
 
    	
PRESQUE   ISLE DOWNS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Steven M.   Billick
    
	
 
    	
Name: 
    	
Steven M.   Billick
    
	
 
    	
 
    	
Chairman and   Interim Chief Executive Officer of MTR Gaming Group, Inc.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
Accepted   by:
    	
/s/ Fred Buro
    
	
 
    	
 
    	
Fred Buro
    
	
 
    	
 
    	
Executive
    
				


 











 

Exhibit A

 

GENERAL RELEASE OF CLAIMS

 

This general release of claims (this “General Release”) is entered into by and between Fred Buro (“Executive”) and Presque Isle Downs, Inc. (the “Company”), a wholly owned subsidiary of MTR Gaming Group, Inc., as of the date hereof, pursuant to the terms of the Employment Agreement dated as of December 15, 2010 by and between Executive and the Company (the “Employment Agreement”).

 

1.             Release.  In exchange for and in consideration of the severance payments, benefits and other payments and rights of Executive described in the Employment Agreement (the “Severance Payments and Benefits”) and for other good and valuable consideration, Executive, on behalf of himself, his agents, representatives, administrators, receivers, trustees, estates, spouse, heirs, devisees, assignees, transferees, legal representatives and attorneys, past or present (as the case may be), hereby irrevocably and unconditionally releases, discharges, and acquits all of the Released Parties (as defined below) from any and all claims, promises, demands, liabilities, contracts, debts, losses, damages, attorneys’ fees and causes of action of every kind and nature, known and unknown, which Executive may have against them up to the Effective Date (as defined below) of this General Release (the “Released Claims”), including but not limited to causes of action, claims or rights arising out of, or which might be considered to arise out of or to be connected in any way with: (i) Executive’s employment with the Company or the termination thereof, (ii) any treatment of Executive by any of the Released Parties, which shall include, without limitation, any treatment or decisions with respect to hiring, placement, promotion, work hours, discipline, transfer, termination, compensation, performance review or training; (iii) any damages or injury that Executive may have suffered, including without limitation, emotional or physical injury, or compensatory damages; (iv) employment discrimination, which shall include, without limitation, any individual or class claims of discrimination on the basis of age, disability, sex, race, religion, national origin, citizenship status, marital status, sexual preference, or any other basis whatsoever; and (v) all such other claims that Executive could asset against any, some, or all of the Released Parties in any forum, accrued or unaccrued, liquidated or contingent, direct or indirect. This release shall be construed as broadly as possible and, without limiting the foregoing, the Released Claims shall include any and all claims that Executive has alleged or could have alleged, whether known or unknown, accrued or unaccrued, based on acts, omissions, transactions or occurrences which occurred up to the Effective Date against any Released Party for violation(s) of any of the following, in each case, as amended: the National Labor Relations Act; Title VII of the Civil Rights Act of 1964; the Age Discrimination in Employment Act; the Older Workers Benefit Protection Act of 1990; the Civil Rights Act of 1991; Sections 1981-1988 of Title 42 of the United States Code; the Equal Pay Act; the Employee Retirement Income Security Act of 1974; the Immigration Reform Control Act; the Americans with Disabilities Act of 1990; the Fair Labor Standards Act; the Occupational Safety and Health Act; the Sarbanes-Oxley Act of 2002; any other federal, state, or local law or ordinance; any public policy, whistleblower, contract, tort, or common law; and any demand for costs or litigation expenses, including but not limited to attorneys’ fees. In no event, however, shall any claims, causes of action, suits, demands or other obligations or liabilities be released pursuant to the foregoing if and to the extent they relate to (a) the Severance Payments

 











 

and Benefits which Executive is entitled to receive pursuant to the provisions of the Employment Agreement; (b) any rights or benefits which Executive is entitled to under the Company’s option, restricted stock or other equity incentive plans; (c) any vested benefits which Executive is entitled to under the Company’s pension, savings, retirement, 401K or other plans; or (d) any rights that Executive has or may have to be indemnified by the Company pursuant to any contract, statute, or common law principle—including, without limitation, the Company’s Certificate of lncorporation, By-laws and directors and officers liability insurance policies.

 

2.   Released Parties.  The term “Released Parties” or “Released Party” as used herein shall mean and include: (i) the Company; (ii) the Company’s former, current and future parents, subsidiaries, affiliates, shareholders and lenders; (iii) any predecessor or successor of any person listed in clauses (i) an (ii); and (iv) each former, current, and future officer, director, agent, representative, employee, servant, owner, shareholder, partner, joint venturer, attorney, employee benefit plan, employee benefit plan administrator, insurer, administrator, and fiduciary of any of the persons listed in clauses (i) through (iii), and any other person acting by, through, under, or in concert with any of the persons or entities listed herein.

 

3.   OWBPA and ADEA Release.  Pursuant to the Older Workers Benefit Protection Act of 1990, Executive understands and acknowledges that by executing this General Release and releasing all claims against any of the Released Parties, he has waived any and all rights or claims that he has or could have against any Released Party under the Age Discrimination in Employment Act (“ADEA”), which includes any claim that any Released Party discriminated against Executive on account of his age. Executive also acknowledges the following:

 

(a) The Company, by this General Release, has advised Executive to consult with an attorney prior to executing this General Release;

 

(b) Executive has had the opportunity to consult with his own attorney concerning this General Release;

 

(c) This General Release does not include claims arising from any act, omission, transaction or occurrence which happens on or after the Effective Date of this General Release, provided, however, that any claims arising after the Effective Date of this General Release from the then-present effect of acts or conduct occurring before the Effective Date of this General Release shall be deemed released under this General Release; and

 

(d) The Company has provided Executive the opportunity to review and consider this General Release for 21 days or, if Executive’s termination of employment is “in connection with an exit incentive or other employment termination program” (as such phrase is defined in ADEA), 45 days from the date Executive receives this General Release (the “Review Period”). At Executive’s option and sole discretion, Executive may waive the Review Period and execute this General Release before the expiration of 21 or 45 days, as applicable. In electing to waive the Review Period, Executive acknowledges and admits that he was given a reasonable period of time within which to

 

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consider this General Release and his waiver is made freely and voluntarily, without duress or any coercion by any other person.

 

4.   ADEA Revocation Period.  Executive may revoke this General Release within a period of seven days after execution of this General Release. Executive agrees that any such revocation is not effective unless it is made in writing and delivered to the attention of the Secretary of the Company by the end of the seventh calendar day. Under any such valid revocation, Executive shall not be entitled to any Severance Payment and Benefits under the Employment Agreement. This General Release becomes effective on the eighth calendar day after it is executed by both parties (the “Effective Date”).

 

5.   Representations by Executive.  Executive confirms that no claim, charge, or complaint against any of the Released Parties, brought by him, exists before any federal, state, or local court or administrative agency. Executive represents and warrants that he has no knowledge of any improper or illegal actions or omissions by the Company, nor does he know of any basis on which any third party or governmental entity could reasonably assert such a claim. This expressly includes any and all conduct that potentially could give rise to claims under the Sarbanes-Oxley Act of 2002 (Public Law 107-204).

 

6.   No Right to File Claims.  Executive agrees that he will not, unless otherwise prohibited by law, at any time hereafter, voluntarily participate in as a party, or permit to be filed by any other person on his behalf or as a member of any alleged class of persons, any action or proceeding of any kind, against the Company, or its past, present, or future parents, subsidiaries, divisions, affiliates, successors and assigns and any of their past, present or future directors, officers, agents, trustees, administrators, attorneys, employees or assigns (whether acting as agents for the Company or in their individual capacities), with respect to any Released Claims; in addition, Executive agrees to have himself removed from any such action or proceeding with respect to which he has involuntarily become a party. Executive further agrees that he will not seek or accept any award or settlement from any source or proceeding with respect to any claim or right covered by this General Release and that this General Release shall act as a bar to recovery in any such proceedings.

 

7.   No Admission of Liability.  Executive agrees that neither this General Release nor the furnishing of the consideration for the general release set forth in this General Release shall be deemed or construed at any time for any purpose as an admission by the Released Parties of any liability or unlawful conduct of any kind. Executive further acknowledges and agrees that the consideration provided for herein is adequate consideration for Executive’s obligations under this General Release.

 

8.   Governing Law.  This General Release shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws provisions. If any provision of the General Release other than the general release set forth above, is declared legally or factually invalid or unenforceable by any court of competent jurisdiction and if such provision cannot be modified to be enforceable to any extent or in any application, then such provision immediately shall become null and void, leaving the remainder of this General Release in full force and affect.

 

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9.   Prior Agreements.  This General Release sets forth the entire agreement between Executive and the Released Parties with respect to the matters set forth herein, and supersedes any and all prior agreements or understandings, whether written or oral, between the parties with respect to the matters set forth herein, except as otherwise specified in this General Release. This General Release shall not affect the continuing obligations of Executive under the Employment Agreement. Executive acknowledges that he has not relied on any representations, promises, or agreements of any kind made to him in connection with his decision to sign this General Release, except for those set forth in this General Release.

 

10.   Amendment.  This General Release may not be amended except by a written agreement signed by both parties, which specifically refers to this General Release.

 

11.   Counterparts; Execution Signatures.  This General Release may be executed in any number of counterparts by the parties hereto and in separate counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

 

EXECUTIVE ACKNOWLEDGES THAT HE CAREFULLY HAS READ THIS GENERAL RELEASE; THAT HE HAS HAD THE OPPORTUNITY TO THOROUGHLY DISCUSS ITS TERMS WITH COUNSEL OF HIS CHOOSING; THAT HE FULLY UNDERSTANDS ITS TERMS AND ITS FINAL AND BINDING EFFECT; THAT THE ONLY PROMISES MADE TO SIGN THIS GENERAL RELEASE ARE THOSE STATED AND CONTAINED IN THIS GENERAL RELEASE; AND THAT HE IS SIGNING THIS GENERAL RELEASE KNOWINGLY AND VOLUNTARILY. EXECUTIVE STATES THAT HE IS IN GOOD HEALTH AND IS FULLY COMPETENT TO MANAGE HIS BUSINESS AFFAIRS AND UNDERSTANDS THAT HE MAY BE WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS GENERAL RELEASE. 

 

(SIGNATURE PAGE TO FOLLOW)

 

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IN WITNESS WHEREOF, Executive has executed this General Release as of the     day of             20    .

 

	
 
    	
 
    
	
 
    	
EXECUTIVE
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Name:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
ACCEPTED AND   ACKNOWLEDGED BY
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
PRESQUE ISLE   DOWNS, INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
 
    
	
 
    	
Name:
    
	
 
    	
Title:
    


 

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