Exhibit 10.1


Execution Copy


 


EMPLOYMENT AGREEMENT


 


 


THIS
EMPLOYMENT AGREEMENT (“Agreement”), which expressly includes
and references non-competition, non-solicitation and confidentiality
provisions, is signed this 4th day of March, 2008 (the “Agreement
Date”), by and between Isle of Capri Casinos, Inc., a Delaware corporation
and its subsidiary and affiliated companies (hereinafter referred to
individually and collectively as the “Company”) and James B. Perry (“Employee”).


 


WHEREAS, the Company
desires to employ Employee, and Employee desires to perform services for, and
be employed by, the Company.


 


WHEREAS, as a condition
of Employee’s employment, the Company desires to receive from Employee
covenants including, but not limited to, the following: (a) to refrain
from carrying on or engaging in a business similar to that of the Company; (b) to
refrain from soliciting Employees of the Company for employment elsewhere; and (c) to
protect and maintain the confidentiality of the Company’s trade secrets and any
proprietary information.


 


WHEREAS, the Company and
Employee desire to set forth in writing the terms and conditions of their
agreements and understandings with respect to Employee’s employment at Company,
as well as these covenants, and the parties expressly acknowledge that these
covenants are a condition of Employee’s employment.


 


NOW, THEREFORE, in
consideration of the mutual promises, covenants and conditions set forth in
this Agreement, the Company and Employee agree as follows:


 


1.                                       Employment Date.  Subject
to the terms and conditions of this Agreement, Employee shall commence
providing services for the Company on March 10, 2008 (the “Employment Date”).


 


2.                                       Employment.


 


(a)                                  Term.  The Company hereby employs Employee, and
Employee accepts such employment and agrees to perform services for the Company
for an initial period of two (2) years from and after the Employment Date
(the “Initial Term”) and for successive one-year periods (the “Renewal Term(s)”),
unless either: (i) the Company provides 90 days written notice prior to
the expiration of the Initial Term or applicable Renewal Term, or (ii) the
Agreement is terminated at an earlier date in accordance with Section 3 or
Section 4 of this Agreement (the Initial Term and the Renewal Terms
together referred to as the “Term of Employment”).


 


(b)                                 Service with Company. 
During the Term of Employment, Employee shall serve as the
Company’s Chief Executive Officer and, for so long as he is a member of the
Company’s Board of Directors, as a Vice Chairman of the Board, and Employee
agrees to perform reasonable employment duties as the Board of Directors of the
Company (the “Board”) shall assign to him from time to time, with such duties
and responsibilities as are customarily the duties and responsibilities of the
principal executive officer of companies such as the Company.  Employee shall not be entitled to any
additional compensation for serving as an officer of the Company.  During the Term of Employment, the Company’s
Chief Operating Officer, Chief 


 


 

















 


Financial Officer, General Counsel and senior
development officer shall be direct reports to Employee.


 


(c)                                  Performance
of Duties.  Employee agrees to serve
the Company faithfully and to the best of his ability and to devote
substantially all of his business time, attention and efforts to the business
and affairs of the Company during the Term of Employment.  The foregoing shall not preclude Employee
from serving on charitable boards and engaging in other civic endeavors, so long
as the same do not interfere with the performance of his duties.


 


(d)                                 Compensation.  From and after the Employment Date and during
the remaining Term of Employment, the Company shall pay to Employee as
compensation for services to be rendered hereunder an aggregate base salary of
$800,000.00 per year payable in equal monthly, or more frequent, payments,
subject to increases, if any, as may be determined by the Board of Directors (“Annual
Base Salary”).  Employee shall also be
eligible to receive an annual cash bonus beginning with the Company’s 2009
fiscal year (prorated based on days of employment) based upon the achievement
of objective performance targets that have been established by the Compensation
Committee of the Board (the “Committee”), provided that Employee’s minimum
annual bonus for each year shall be equal to at least 60% of Employee’s Annual
Base Salary if Employee meets the minimum targets set by the Committee.  Beginning with respect to the Company’s 2009
fiscal year, Employee shall be involved as a senior management executive in the
establishment of objective performance targets. 
On the Agreement Date, Employee shall receive a nonqualified option to
purchase 500,000 shares of Company common stock, subject to the terms of the
Isle of Capri Casinos, Inc. 2000 Long-Term Stock Incentive Plan, as
amended (the “Plan”) and the terms set forth in this Agreement, 20% of which
options shall vest on each of the first five (5) anniversaries of the
Agreement Date provided that no options shall vest in the event Employee does
not commence employment with the Company on or before March 10, 2008 (it
being understood that in the event the Term of Employment ends, Employee shall
be treated under the Plan as remaining employed by the Company for vesting
purposes only, for so long after the Term of Employment as Employee remains a
director of the Company).  The exercise
price of such options shall be $8.44 per share, representing the average
between the high and low trading prices of the Company’s common stock on the
date hereof which is equal to the fair market value of the Company’s common
stock on the date of grant.  Employee
shall also be entitled to participate in the Isle of Capri Casinos, Inc.
2000 Long-Term Stock Incentive Plan and other stock option plans, if any,
established by the Company (the “Company’s Stock Option Plans”), to the extent
that similarly situated executives of the Company participate in such
plans.  In addition to the base salary,
any bonuses, and participation in the Company’s Stock Option Plans as set forth
above, Employee shall be entitled to participate in any employee benefit plans
or programs of the Company as are or may be made generally available to
employees of the Company and those made available to officers of the Company
(it being understood that Employee shall first be eligible for the grant of
additional stock options at the 2009 annual meeting of the Board).  Employee shall be entitled to vacation in
accordance with the Company’s policies for similarly situated employees.


 


(e)                                  Office
and Support Staff.  During the Term
of Employment, Employee shall have the right to maintain his principal domicile
in California, and he shall be entitled to an office and to exclusive personal
administrative and other assistance as provided generally with respect to other
senior executives of the Company.


 


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(f)                                    No
Violation. Employee represents and warrants to the Company that the
execution and delivery of this Agreement by Employee, and the carrying out of
Employee’s duties on behalf of the Company as contemplated hereby, do not
violate or conflict with the terms of any other agreements to which Employee is
or was a party.


 


(g)                                 Expense
Reimbursement.  The Company will pay
or reimburse Employee for all reasonable and necessary out-of-pocket expenses
incurred by him in the performance of his duties under this Agreement, subject
to the presentment of appropriate vouchers in accordance with the Company’s
policies for expense verification.  For
the avoidance of doubt, Employee shall be entitled to payment or reimbursement
of travel expenses incurred in connection with Employee’s duties and
responsibilities under this Agreement (including, without limitation, travel
between his California home and the Company’s offices) and the Company shall
hold Employee harmless from any income tax liability he might incur resulting
from the payment or reimbursement of such travel expenses.   To the extent that any such reimbursements are
taxable to Employee, such reimbursements shall be paid to Employee only if (a) the
expenses are incurred and reimbursable pursuant to a reimbursement plan that
provides an objectively determinable nondiscretionary definition of the
expenses that are eligible for reimbursement and (b) the expenses are
incurred during the Term of Employment. 
With respect to any expenses that are reimbursable pursuant to the
preceding sentence, the amount of the expenses that are eligible for
reimbursement during one calendar year may not affect the amount of
reimbursements to be provided in any subsequent calendar year, the
reimbursement of an eligible expense shall be made on or before the last day of
the calendar year following the calendar year in which the expense was
incurred, and the right to reimbursement of the expenses shall not be subject
to liquidation or exchange for any other benefit.  To the extent Employee receives any tax
gross-up payment, such payment shall be made on or before the last day of the
calendar year following the calendar year in which Employee remits the related
taxes.


 


3.                                       Termination.


 


(a)                                  The
Term of Employment shall terminate prior to its expiration in the event that at
any time during such term:


 


(i)                                     the
Company delivers a notice of termination for “cause” to Employee.  For purposes of this Section, “cause” shall
mean any dishonesty, disloyalty or breach of corporate policies, in each case
that is material to the ability of Employee to continue to function as an
effective executive given the strict regulatory standards of the industry in
which the Company does business; gross misconduct on the part of Employee in
the performance of Employee’s duties hereunder (as determined by the Board); a
violation of Section 5 of this Agreement; or the failure to be licensed as
a “key person” or similar role under the laws of any jurisdiction where the
Company does business, or the loss of any such license for any reason.  If Employee is terminated for cause (after
the Company has given him 10 days’ advance written notice in the case of
instances giving rise to the Company’s ability to terminate Employee’s
employment for “cause” that are capable of being cured during such time 


 


 


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                                                period),
there shall be no severance paid to Employee and his benefits shall terminate,
except as may be provided by law.


 


(ii)                                  the
Company for any other reason terminates the Term of Employment, without “cause”
as defined in this Section (including through non-renewal of the
Agreement).  For purposes of this
Section, if Employee signs a Mutual and General Release (a “Release”) in
reasonable and typical form that is acceptable to the Company that releases the
Company from any and all claims that Employee may have (and vice versa) and
affirmatively agrees not to violate any of the provisions of Section 5 hereof
(which shall not be expanded beyond what is set forth in Section 5),
Employee shall be entitled to receive the severance payments and continued
benefits described in this paragraph 3(a)(ii); provided if Employee fails to
sign the Release, Employee shall not be entitled to any severance payments or
benefits hereunder; and provided further if any severance payments or benefits
are subject to Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), Employee shall only be entitled to any such severance
payments or benefits if the Release has been executed, is effective and the
applicable revocation period has expired no later than the date as of which
such payment of the severance or benefits are otherwise to commence and if such
requirements are not satisfied, Employee shall not be entitled to any such
portion of the severance payments or benefits thereafter.


 


Subject to the
foregoing, if the Company terminates the Term of Employment without “cause,”
then Employee shall be entitled to continue to receive his Annual Base Salary
(and shall receive any earned but unpaid portion of his bonus) payable in 12
monthly installments beginning on the first day following the six-month
anniversary of Employee’s termination date and, to the extent legally
permissible, Employee shall be entitled to continue to participate in the
employee benefit programs for a period of 12 months from and after Employee’s
termination date; provided, however, that the salary continuation payments and
such continued coverage under Company benefit programs shall end upon Employee’s
earlier employment by a new employer. 
Notwithstanding the foregoing, the Board may authorize that portion of
the Annual Base Salary and earned but unpaid bonus payable in accordance with
the foregoing provisions of this paragraph 3(a)(ii) that does not exceed
an amount equal to two times the maximum amount that may be taken into account
under a qualified plan pursuant to section 401(a)(17) of the Code for the year
in which Employee’s termination of employment occurs (the “409A Exempt Payment”)
to be paid in a single lump sum to Employee on the first payroll date following
the Employee’s termination date; and the remaining Annual Base Salary and bonus
(that is, the Annual Base Salary and bonus minus the 409A Exempt Payment paid
to the Employee in single lump sum) to be paid to Employee in 6 equal
installments beginning on the six-month anniversary of Employee’s termination
date and ending on the one-


 


 


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year anniversary
of Employee’s termination date, or until new employment begins, whichever
occurs first.


 


In the event of
termination without “cause” pursuant to this Section 3(a)(ii), any
unvested stock options owned by Employee on the date of termination that would
have vested had Employee remained employed under this Agreement for one year
following the date of termination, shall vest and become exercisable as of the
date of termination.


 


As used in this
Agreement, the term “earned but unpaid bonus” shall refer to the
non-discretionary portion of the bonus to which Employee would have been
entitled had he remained employed in his position for the remainder of the
fiscal year of termination, prorated for the number of days during such year
that Employee was employed by the Company.


 


(iii)                               Employee
for any reason voluntarily terminates the Term of Employment.  In said event, Employee shall not be entitled
to any compensation and his benefits shall terminate, except as may be provided
by law, from and after termination.


 


(iv)                              However,
if Employee voluntarily terminates the Term of Employment due to Retirement all
stock options shall become fully vested and exercisable.  The term “Retirement” shall mean the
termination by Employee of his employment by reason of reaching the age of 65
or such later date approved by the Board.


 


(v)                                 Employee
dies or becomes “Disabled” (as defined below). 
In the event Employee dies or becomes Disabled, Employee, or his estate,
shall receive any earned but unpaid bonus and continue to receive his Annual
Base Salary, to the extent legally permissible, continue to participate in the
employee benefit programs for a period of 12 months from and after such
termination or until new employment begins, which ever occurs first. Employee shall
also be entitled to a lump sum payment to be paid on the first payroll date
following Employee’s termination date equal to the average of the last 3 years
bonus payments inclusive of deferred amounts (or if Employee has not been
employed for three years, the average of the bonus payments, inclusive of
deferred amounts, during the Term of Employment).  For purposes of this Agreement, “Disabled”
means that Employee is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, as determined in good faith by the Board.


 


(b)                                 Except
as provided hereunder, the vesting of stock options shall be governed by the
provisions of the Company’s Stock Option Plans.


 


 


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4.                                       Change
In Control of the Company.  If (i) there
is a sale, acquisition, merger, or buyout of the Company to an unaffiliated
person, or any person that is not an “affiliate” (as such term is defined under
the Securities Exchange Act of 1934) of the Company or any of its shareholders
on the Agreement Date becomes the legal and beneficial owner of more than 50%
of the Company’s common stock  (a “Change
in Control”), and (ii) immediately prior to or within 12 months after such
Change in Control, Employee voluntarily terminates employment under Section 3(a)(iii) in
circumstances where there has been a significant reduction in the authority,
responsibilities, position or compensation of Employee or Employee has been
required to move the location of his principal residence a distance of more
than 35 miles, and the Company has failed to remedy such situation within 30
days after receipt of Employee’s written notice thereof, then in lieu of the
severance payments, if any, otherwise payable to Employee under Section 3
of the Agreement, Employee will be entitled to the following severance:


 


(a)                                  Two
times Annual Base Salary payable in 24 monthly installments beginning on the
first day following the six-month anniversary of Employee’s termination date;
and a lump sum payment equal to the amount of any earned but unpaid bonus plus
the average of the previous 3 years bonus payment, inclusive of deferred
amounts, if any (or if Employee has not been employed for three years, the
average of the bonus payments, inclusive of deferred amounts, during the Term
of Employment) which lump sum shall be paid to Employee on the first day
following the six-month anniversary of Employee’s termination date.
Notwithstanding the foregoing, the Board may authorize that portion of the
foregoing payments under this paragraph 4(a) that qualify as a 409A Exempt
Payment (as defined in section 3(a)(ii)) to be paid in a single lump sum to
Employee on the first payroll date following Employee’s termination date; and
the remaining Annual Base Salary amounts to be paid to Employee in 24 equal
installments beginning on the six-month anniversary of Employee’s termination
date and ending on the second anniversary of Employee’s termination date, or
until new employment begins, whichever occurs first; and the remaining bonus
amount, if any, to be paid in a single lump sum on the six-month anniversary of
Employee’s termination date.  Salary
continuation shall terminate if and when Employee begins new employment during
the period of salary continuation.


 


(b)                                 Health
and welfare benefits shall be fully paid by the Company and run concurrently
with salary continuation (but if such continued health benefits are taxable to
Employee, then such continued health benefits shall continue only during the
period during which Employee would have been eligible to continue such coverage
under the Company’s health plan in accordance with section 4980B of the Code (“COBRA”),
had Employee elected such coverage and paid the applicable premium), without
any gap in coverage.


 


Upon the occurrence of a
Change in Control, all stock options owned by Employee shall become fully
vested and exercisable.  As a condition
to receiving the payments described in clause (a) above, Employee shall be
required to execute and deliver to the Company a general release in customary
and agreed form provided if Employee fails to sign the release, Employee shall
not be entitled to any severance payments or benefits under this Section 4;
and provided further if any severance payments or benefits are subject to Section 409A
of Code, Employee shall only be entitled to any such severance payments or
benefits if such release has been executed, is effective and the applicable
revocation period has expired no later than the date as of which such payment
of the severance or benefits are otherwise to commence and if such 


 


 


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requirements are not
satisfied, Employee shall not be entitled to any such portion of the severance
payments or benefits thereafter.


 


5.             Confidentiality,
Non-Competition and Non-Solicitation.


 


(a)                                  The Company’s Business.  It
is expressly agreed by the parties that the Company is engaged in 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, is in the business of seeking new gaming properties in
additional jurisdictions and is engaged in all aspects of such gaming and
casino operations.  Employee desires to
be employed by the Company and acknowledges and agrees that the Company would
be adversely affected if Employee competes with the Company during, and
subsequent to, Employee’s employment with the Company.


 


(b)                                 Trade Secrets and Confidential Information.  The
Company and Employee acknowledge the existence of trade secrets and other
confidential information as defined below (collectively referred to as “Confidential
Information”), all of which are owned by the Company, regardless of whether
such Confidential Information was conceived, originated, devised or
supplemented by Employee, the Company, or any other person or entity.  Employee acknowledges that he will have
access to Confidential Information during his employment with the Company.


 


Except as required by
law, during the term of this Agreement and thereafter, Employee shall not,
without the prior written consent of the Company, directly or indirectly
disclose or disseminate to any other person, firm or organization, any
Confidential Information other than on behalf of the Company.  The foregoing obligation shall not apply to
any Confidential Information that shall have become known to competitors of the
Company or to the public other than through an act or omission by Employee or
that shall have been disclosed to Employee by a person or entity unaffiliated
with the Company who has legitimate possession thereof in its entirety and
possesses the unrestricted right to make such disclosure.  Employee agrees to indemnify, defend and hold
harmless the Company from and against any damages (including attorneys’ fees,
court costs, investigative costs and amounts paid in settlement) suffered by
the Company or any of its Affiliates arising out of the unauthorized disclosure
or use of Confidential Information by Employee.


 


“Confidential Information”
shall mean any data or information and documentation, whether in tangible form,
electronic form or verbally disclosed, that is of material value to the Company
and not known to the public or the Company’s competitors, and which the Company
has kept confidential.  To the fullest
extent consistent with the foregoing and as otherwise lawful, Confidential
Information shall include, without limitation, the Company’s trade secrets,
computer programs, sales techniques and reports, formulas, data processes,
methods, articles of manufacture, machines, apparatus, designs, compositions of
matter, products, 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
agreements with vendors, special products and services the Company may offer or
provide to its customers/guests 


 


 


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from time to time,
pending acquisitions, negotiations and transactions, or the terms of existing
proposed business arrangements. 
Confidential Information shall also include all customer 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.


 


Employee, at the time of
the effective date of the termination of the employment relationship with the
Company, shall turn over to the Company all “Confidential Information” and any
and all copies thereof in his possession regardless of who provided Employee
with such information.  Should Employee
be legally served with a lawfully issued subpoena expressly directing Employee
to turn over the Company’s Confidential Information, Employee shall
immediately, and certainly no later than five (5) days after notice,
advise the Company in writing of the subpoena and also provide a copy of the
subpoena to the Company, at its lawful address as stated in this Agreement,
thereby providing the Company with adequate time to lawfully object to the
disclosure of its Confidential Information. 
Employee’s failure to immediately advise the Company of the subpoena
shall subject Employee to any and all remedies afforded to the Company,
including, but not limited to, damages resulting to the Company for breach of
contract.


 


Employee agrees that all
such Confidential Information is, and shall remain, the sole and exclusive
property of the Company and Employee further agrees that during and after the
term of his employment with the Company, Employee will not publish, disclose,
communicate or otherwise disseminate to any entity and/or person any
Confidential Information.  Employee
acknowledges and agrees that such Confidential Information is of critical
importance to the Company and its business, and any unauthorized dissemination
of such information would cause great harm to the Company, thereby entitling
the Company to any and all rights and remedies as provided by law, and as
specifically provided in Section 6 of this Agreement.


 


Employee hereby assigns
and agrees to assign to the Company any invention, improvement, or discovery
made by him, alone or jointly with others, during the term of his employment,
including any period of authorized leave of absence, or as a result of his
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 will 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.


 


(c)                                  Restrictions
on Competition.  In exchange for
consideration of employment, and in consideration for Employee receiving and
being given access to confidential business information, including, but not
limited to trade secrets, customer and supplier contacts and relationships,
goodwill, loyalty and other information, and as a condition of employment of
Employee by the Company, during the term of Employee’s employment with the
Company, and for a period of one (1) year after the voluntary or
involuntary termination of Employee’s employment with the Company for any
reason whatsoever (other than the termination of 


 


 


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Employee’s employment by
the Company other than for “cause” as set forth in Section 3(a)(ii) above),
Employee will (a) refrain from carrying on or engaging in the casino or
gaming business (as defined in Section 5(a)), or, without the written
consent of the Company (which shall not be unreasonably withheld), the hotel or
restaurant business, or any other business in which the Company may be engaged
on the date of termination, in any case either directly or indirectly, either
individually or jointly or on behalf of or in concert with any other person, as
a proprietor, partner, shareholder, investor (other than in less than 5% of any
class of securities of any publicly traded company), lender, financial backer,
director, officer, employee, agent, advisor, consultant or manager, or in any
other capacity or manner whatsoever, (b) refrain from soliciting Employees
of the Company, and (c) protect and maintain the confidentiality of trade
secrets and any and all confidential and proprietary information.  Provisions (a) through (c) of this
section apply to any gaming operation or gaming facility within a 75-mile radius
of (A) any gaming operation or gaming facility owned (in whole or in part)
by the Company or with respect to which the Company renders or proposes to
render consulting or management services, in each case on the date hereof or on
the date of termination of employment, or (B) any of the foregoing as to
which the Company has taken any substantive step toward owning (in whole or in
part) or managing such facility in the future.


 


(d)                                 Non-Solicitation
of Employees.  In exchange for
consideration of employment, and in consideration for Employee receiving and
being given access to confidential business information, including, but not
limited to trade secrets, customer and supplier contacts and relationships,
goodwill, loyalty and other information, and as a condition of employment of
Employee by the Company, during the term of Employee’s employment with the
Company, Employee shall not, without the prior written consent of the Company,
either directly or indirectly, either individually or jointly or on behalf of
or in concert with any other person, as a proprietor, partner, shareholder,
investor (other than in less than 5% of any class of securities of any publicly
traded company), lender, financial backer, director, officer, employee, agent,
advisor, consultant or manager, or in any other capacity or manner whatsoever,
solicit for hire, enter into any contract or other arrangement with, or
interfere with, disrupt or attempt to interfere with or disrupt the Company’s
relationships with, any person, who, as of the date of termination of Employee’s
employment, is employed by the Company. 
This provision will apply in the geographic areas covered in Section 5(c),
and with respect to any sales office, regional office or the corporate
headquarters of the Company, for one (1) year after the voluntary or
involuntary termination of Employee’s employment with the Company for any
reason.


 


(e)                                  Reasonable
Terms.  Employee agrees that the
geographic areas, duration and scope of activities outlined in this Agreement
are reasonable under the circumstances. 
Employee further agrees that such terms are no broader than necessary to
protect the Company’s business and maintain the confidentiality of the
Confidential Information.  Employee
further agrees that the terms of this Agreement are not oppressive and will not
impose an unreasonable burden or restraint on Employee.


 


6.                                       Miscellaneous.


 


(a)                                  Successors
and Assigns.  This Agreement is
binding on and inures 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 


 


 


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of its assets or business
(subject to the provisions of Section 4). 
This Agreement may not be assigned by Employee.


 


(b)                                 Modification,
Waivers.  This Agreement may be
modified or amended only by a writing signed by an authorized representative of
the Company, and Employee.  The Company’s
failure, or delay in exercising any right, or partial exercise 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, or any other
rights or remedies granted by any law or any related document.


 


(c)                                  Governing
Law, Arbitration.  The laws of
Missouri will govern the validity, construction, and performance of this
Agreement without regard to the location of execution or performance of this
Agreement.  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.


 


(d)                                 Remedies.  Employee expressly acknowledges and the
parties recognize that the restrictions contained herein are reasonable and
necessary to protect the business and interests of the Company, and that any
violation of these restrictions will cause substantial irreparable injury and
damage to the Company, and the extent of such damage would be difficult if not
impossible to calculate.  Accordingly,
the parties to this Agreement expressly agree that (i) 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 (ii) 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 provisions of this
Agreement, particularly those provisions governing noncompetition,
nonsolicitation and confidentiality, contained in this Agreement, as well as to
prevent or restrain a breach of any provisions of this Agreement.  The parties expressly agree that the Company
has these specific and express rights to injunctive relief without posting any
bond that might be requested or required, 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 parties to
this Agreement also expressly agree that the Company is entitled to recover any
and all damages for any losses sustained, and rights of which it has been
deprived, as well as any damages allowed by law.


 


(e)                                  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 attorney’s fees and other costs incurred in that
proceeding, in addition to any other relief to 


 


 


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which it may be
entitled.  All of 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.


 


(f)                                    Captions.  The headings in this Agreement are for
convenience only and do not affect the interpretation of this Agreement.


 


(g)                                 Severability.  To the extent any provision of this Agreement
shall be invalid or enforceable with respect to Employee, it shall be
considered deleted herefrom with respect to Employee and the remainder of such
provision and this Agreement shall be unaffected and shall continue in full
force and effect.  In furtherance to and
not in limitation 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 with respect
to Employee, then such provision shall be construed to cover only that
duration, extent or activities which are validly and enforceably covered with
respect to Employee.  Employee
acknowledges the uncertainty of the law in this respect and expressly
stipulates that this Agreement be given the construction which renders its
provisions valid and enforceable to the maximum extent (not exceeding its
expressed terms) possible under applicable laws.


 


(h)                                 Entire
Agreement.  This Agreement contains
the entire agreement and understanding by and between the Company and Employee,
and supersedes all previous and contemporaneous oral negotiations, commitments,
writings and understandings between the parties concerning the matters herein
or therein, including without limitation, any policy of personnel manuals of
the Company to the extent any provisions herein are inconsistent
therewith.  No change to this Agreement
shall be valid or binding unless it is in writing and signed by the parties.


 


(i)                                     Indemnification.  The Company shall indemnify Employee and hold
Employee harmless to the full extent permitted by Section 145 of the
Delaware General Corporation Law from and against any and all claims,
liabilities and losses he may suffer arising in connection with his employment
as an officer of the Company as set forth herein, subject to the exceptions set
forth in the Delaware General Corporation Law. 
The agreement of the Company set forth in this Section 6(i) shall
survive the termination of this Agreement.


 


(j)                                     Notices.  All notices and other communications required
or permitted under this Agreement shall be in writing and sent by registered
first-class mail, postage prepaid, and shall be deemed delivered upon hand
delivery or upon mailing (postage prepaid and by registered or certified mail)
to the following address:


 


If to the Company, to:


 


Isle of Capri Casinos, Inc. 

600 Emerson Road

Suite 300

St. Louis, MO 63141


 


Attention:  Chairman of the Board


 


With a copy to:


 


 


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Paul W. Theiss

Mayer Brown LLP

71 S. Wacker Drive

Chicago, IL  60606


 


If to the Employee, to:


 


James B. Perry


901 Alston Road


Santa
Barbara, CA  93108


 


With a copy to:


 


John M. Donnelly


Levine, Staller &
Donnelly


3030
Atlantic Ave.


Atlantic City, NJ  08401


 


These addresses may be changed at any time by like
notice.


 


(k)                                  Independent
Review and Advice.  Employee
represents and warrants that Employee has carefully read this Agreement; that
Employee executes this Agreement with full knowledge of the contents of this
Agreement, the legal consequences thereof, and any and all rights which each
party may have with respect to each other; that Employee has had the
opportunity to receive independent legal advice with respect to the matters set
forth in this Agreement and with respect to the rights and asserted rights
arising out of such matters, and that Employee is entering into this Agreement
of Employee’s own free will.  Employee
expressly agrees that there are no expectations contrary to the Agreement and
no usage of trade or regular practice in the industry shall be used to modify
the Agreement.


 


 


IN WITNESS WHEREOF, each
party has caused this Agreement to be executed in a manner appropriate for such
party as of the date first above written.


 


	
  ISLE OF CAPRI CASINOS, INC.

  
	
   

  
	
   

  
	
  By:

  	
   /s/ Bernard Goldstein

  
	
   

  
	
   

  
	
  EMPLOYEE

  
	
   

  
	
   

  
	
   

  
	
  /s/
  James B. Perry

  
	
  JAMES
  B. PERRY

  



 


 


 


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