Employment Agreement


    EMPLOYMENT
      AGREEMENT

     

    THIS
      EMPLOYMENT AGREEMENT (“Agreement”),
      which expressly includes and references non-competition, non-solicitation and
      confidentiality provisions, is signed this 16th day of July, 2007 (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 Virginia McDowell
      (“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.
      This
      Agreement shall be effective upon the Employee’s commencement of providing
      services for the Company on July 30, 2007 (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 one (1) year 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.
      From
      and after the Employment Date during the term of this Agreement, Employee shall
      serve as the Company’s President and Chief Operating Officer. During the Term of
      Employment, Employee agrees to perform reasonable employment duties as the
      Board
      of Directors of the Company shall assign to her from time to time, with such
      duties and responsibilities as are customarily the duties and responsibilities
      of the President and Chief Operating Officer of companies such as the Company.
      Employee also agrees to serve, for any period for which she is elected, as
      an
      officer of the Company; provided, however, that Employee shall not be entitled
      to any additional compensation for serving as an officer of the Company.


     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (c) Performance
      of Duties.
      Employee agrees to serve the Company faithfully and to the best of her ability
      and to devote substantially all of her 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 her 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 $650,000.00 per year payable in equal
      monthly, or more frequent payments, subject to increases, if any, as may be
      determined by the Company (“Annual Base Salary”). Employee shall also be
      eligible to receive an annual cash bonus beginning with respect to the Company’s
      2008 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 of Directors (the “Committee”), provided
      that the Employee’s minimum annual bonus for each year shall be equal to at
      least 60% of the Employee’s Annual Base Salary if the Employee meets the minimum
      targets set by the Committee. With respect to fiscal years subsequent to the
      2008 fiscal year, Employee shall be involved as a senior management executive
      in
      the establishment of objective performance targets. On the Agreement Date,
      the
      Employee shall receive a nonqualified option to purchase 250,000 shares of
      Company stock, subject to the terms of the Isle of Capri Casinos, Inc. 2000
      Long-Term Stock Incentive 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, however, that in no event shall any of such options
      vest in the event that the Employment Date does not occur for any reason. The
      exercise price of such options shall be $23.70 per share, representing the
      average between the high and low trading prices of the Company’s common stock on
      the date hereof. The 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 2008 annual meeting of the Board of Directors). Employee shall be
      entitled to three weeks’ vacation per year. The Company will pay or reimburse
      Employee for all reasonable and necessary out-of-pocket expenses incurred by
      her
      in the performance of her duties under this Agreement, subject to the
      presentment of appropriate vouchers in accordance with the Company's policies
      for expense verification.

     

    (e) 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 the Employee is or was a
      party.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    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; 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 were 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 her 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 period), there shall be no severance paid to Employee and
                her
                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 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); but if Employee fails to sign the form, Employee shall
                not be
                entitled to any continuing payments or benefits hereunder. Subject
                to the
                foregoing, if the Company terminates the Term of Employment without
                “cause,” then the Employee shall be entitled to continue to receive her
                Annual Base Salary (and shall receive any earned but unpaid portion
                of her
                bonus) payable in 12 monthly installments, the first six of which
                shall be
                payable in a lump sum on the first day following the six-month anniversary
                of the Employee’s termination date with the six remaining payments being
                made monthly thereafter 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 the Employee’s termination date;
                provided, however, that the salary continuation payments and such
                continued coverage under Company benefit programs shall end upon
                the
                Employee’s earlier employment by a new employer. Notwithstanding the
                foregoing, the Board of Directors 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
                Internal Revenue Code of 1986, as amended (the “Code”) for the year in
                which the Employee’s termination of employment occurs (the “409A Exempt
                Payment”) to be paid in a single lump sum to the 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 the Employee in 6 equal installments beginning on the
                six-month
                anniversary of the Employee’s termination date and ending on the one-year
                anniversary of the 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 she remained employed in her
                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 her
                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 her
                employment by reason of reaching the age of 65 or such later date
                approved
                by the Board of Directors.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    
      	 	
              (v)

            	
              Employee
                dies or becomes “Disabled” (as defined below). In said event, Employee, or
                her estate, shall continue to receive her salary and shall receive
                any
                earned but unpaid bonus and, 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
                equal
                to the average of the last 3 years bonus payments inclusive of deferred
                amounts. For purposes of this Agreement, “Disabled” means that the
                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 of Directors of the Company.

            


    

     

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

     

    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, the
      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 her 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 the 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, the first six of which
      shall be made on the first day following the six-month anniversary of the
      Employee’s termination date with the 18 remaining payments being made monthly
      thereafter; plus 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, which lump sum shall be paid to Employee on the first
      day following the six-month anniversary of the Employee’s termination date.
      Notwithstanding the foregoing, the Board of Directors 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 the Employee on the first payroll date following the Employee’s termination
      date; and the remaining Annual Base Salary amounts to be paid to the Employee
      in
      18 equal installments beginning on the six-month anniversary of the Employee’s
      termination date and ending on the second anniversary of the 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 the 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
      the Employee, then such continued health benefits shall continue only during
      the
      period during which the 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 the 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.

     

    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 she will have access to Confidential Information during her
      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 the 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 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 her 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 her 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 her, alone or jointly with others, during the term of
      her
      employment, including any period of authorized leave of absence, or as a result
      of 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 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 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, 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 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 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 she may suffer arising in
      connection with her 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, CEO and General Counsel

       

      With
        a
        copy to:

       

      Paul
        Theiss

      Mayer,
        Brown, Rowe & Maw LLP

      71
        S.
        Wacker Drive

      Chicago,
        IL 60606

      


      If
        to the
        Employee, to:

       

      Virginia
        McDowell

      101
        Shady
        Valley Drive

      Chesterfield,
        MO 63017

      


      With
        a
        copy to:

       

      John
        Donnelly

      Levine,
        Staller, Sklar, Chan, Brown & Donnelly, P.A.

      3030
        Atlantic Avenue

      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 the 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:___________________________

     

     

    EMPLOYEE

     

    /s/VIRGINIA
      MCDOWELL________

     

    VIRGINIA
      MCDOWELL