Exhibit 10(dd)


 


EMPLOYMENT
AGREEMENT


 


 


THIS AGREEMENT
(“Agreement”), dated as of December 31, 2003, between SIX FLAGS, INC., a
Delaware corporation, SIX FLAGS OPERATIONS, INC., a Delaware corporation
(together with Six Flags, Inc., the “Company”), and KIERAN E. BURKE (the
“Executive”).


 


W I T N E S S E T H:


 


WHEREAS, the
Executive is and has been for more than fourteen years the Chief Executive
Officer of the Company;


 


WHEREAS, the
Executive possesses an intimate knowledge of the business and affairs of the
Company;


 


WHEREAS, the
Executive and the Company are parties to an Employment Agreement, dated as of
July 31, 1997, as amended (as amended, the “Prior  Agreement”)
that terminates on the date hereof.


 


WHEREAS, the Board
of Directors of the Company (the “Board”) recognizes that the Executive’s
contribution as Chairman of the Board and Chief Executive Officer to the growth
and success of the Company has been substantial and desires to assure the
Company the continued employment of the Executive as Chairman of the Board and
Chief Executive Officer of the Company and to compensate him therefor; and


 


WHEREAS, the
Executive desires to continue to serve as Chairman of the Board and Chief
Executive Officer of the Company, on the terms and conditions set forth herein;


 


NOW, THEREFORE, in
consideration of the mutual promises, representations and warranties set forth
herein, and for other good and valuable consideration, it is hereby agreed as
follows:


 


1.             Certain
Definitions.  As used herein, the
following terms shall have the following meanings:


 


“Actual EBITDA” for any year means EBITDA for
such year, provided that (i) if, during such year, the Company or any
Subsidiary acquires (an “Acquisition”) (A) capital stock (or other equity
interests) of any person (other than a person which was, prior thereto, a
Subsidiary), whether by acquisition, merger, consolidation or otherwise, and,
by virtue of such acquisition, the results of operations of such person for any
portion of such year were consolidated with those of the Company and its
Subsidiaries in the preparation of the Company’s consolidated financial
statements for such year or (B) all or substantially all of the assets of any
person or any operating unit of any person, and, in either case, such
Acquisition was not


 

















 


contemplated in the preparation of Budgeted EBITDA for such year, the
results of operations of such person or attributable to such assets and the
costs and expenses (including financing costs) incurred by the Company or any
Subsidiary in connection with, or arising out of, such Acquisition shall be
disregarded in the calculation of Actual EBITDA for such year, (ii) if, during
such year, the Company or any Subsidiary disposes of (a “Disposition”) (A) the
capital stock (or other equity interests of any person, whether by sale,
merger, consolidation or otherwise or (B) all or substantially all of the
assets of any operating unit of the Company or any Subsidiary and, in either
case, such Disposition was not contemplated in the preparation of Budgeted
EBITDA for such year, the results of operations of such person or attributable
to such assets for periods prior to the Disposition and the costs and expenses
incurred by the Company or any Subsidiary in connection with, or arising out
of, such Disposition shall be disregarded in the calculation of Actual EBITDA
for such year and (iii) in determining Actual EBITDA for any year, the
Committee may (but will not be required to) increase (but not decrease) EBITDA
by an amount that the Committee reasonably deems to be appropriate to eliminate
or offset the effects upon EBITDA for such year of events the Committee deems
extraordinary or unusual in nature.


 


“Affiliate” of a person shall mean any other
person that directly or indirectly controls, is controlled by, or is under
common control with the person specified. 
For the purposes of this Agreement, “control,” when used with
respect to any person, shall mean the power to direct the management and
policies of such person, whether through the ownership of securities, by contract
or otherwise.


 


“Base Salary” shall have the meaning provided
in Section 5(a).


 


“Board” shall have the meaning provided in the
fourth recital to this Agreement.


 


“Bonus” shall have the meaning provided in
Section 5(b).


 


“Budgeted EBITDA” for any year means the amount
of EBITDA that the Company projects to achieve during such year, as specified
in the definitive annual budget of the Company for such year approved by the
Board, provided that, if the Company or any Subsidiary during any year
consummates a Disposition that was not contemplated by the Budgeted EBITDA, for
such year,  the term “Budgeted
EBITDA” will not include the amount of EBITDA included therein in respect of
the assets or business that was the subject of such Disposition


 


“Cause” shall mean (i) the willful or repeated
failure of the Executive to perform his obligations hereunder as provided
herein, provided that such Cause shall not exist unless the Company
shall first have provided the Executive with written notice specifying in
reasonable detail the factors constituting such failure and such failure shall
not have been cured by the Executive within 30 days after such notice;
(ii) the conviction of the Executive of a crime which constitutes a felony
involving moral turpitude under applicable law or the entering by him of a plea
of guilty or nolo contendere with respect thereto; (iii) the commission
by the Executive of any act involving fraud, misappropriation of Company funds
or other gross misconduct injurious to the Company; (iv) the good faith
determination by the Board that the Executive is dependent upon alcohol or
drugs; or (v) the determination by the Board that the Executive has
violated in any material respect the provisions of Sections 4(c) or 13(c)
hereof.


 


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“Change of Control” shall have the meaning
provided in the Indenture, dated as of December 5, 2003, between the Company
and The Bank of New York, as trustee, as the same exists on the date of this
Agreement.


 


“Committee” shall mean the Compensation
Committee of the Board.


 


“Constructive Termination Without Cause” shall
mean a termination of the Executive’s employment at his initiative as provided
in Section 10(d) below following the occurrence, without the Executive’s prior
written consent, of one or more of the following events (except in consequence
of a prior termination):  (i) a
reduction in the Executive’s then current Base Salary or in the Bonus payable
to him under Section 5(b) (except pursuant to the terms hereof) or the
termination or material reduction of any material employee benefit or
perquisite enjoyed by him during the term of this Agreement or the Prior
Agreement; (ii) the failure to elect or reelect the Executive to any of the
positions in the Company described in Section 4(a) below or removal of him from
any such position; (iii) a material diminution in the Executive’s duties or the
assignment to the Executive of duties which are materially inconsistent with
his other duties or which materially impair the Executive’s ability to function
as the Chairman of the Board and Chief Executive Officer of the Company;
(iv) the relocation of the Company’s executive office, or the Executive’s
own office location as assigned to him by the Company, to a location more than
50 miles from New York, New York; (v) the failure of the Company to obtain the
assumption in writing of its obligations under this Agreement and the Prior
Agreement by any successor to the business of the Company on or prior to the
date of a merger, consolidation, sale or similar transaction; or (vi) the
failure by the Company to offer the Executive a new employment agreement with
compensation and benefit provisions on terms at least as favorable to the
Executive as those set forth herein (other than those provided in the first
sentence of Section 9 hereof).


 


“Disability” shall mean the Executive’s
inability by reason of physical or mental illness to substantially perform his
duties and responsibilities under this Agreement for a period of 180
consecutive days or a period of in excess of 180 days during any calendar year
during the Term.


 


“EBITDA” for any period means the income from
operations of the Company and its Subsidiaries for such period, plus the
sum of the following, to the extent deducted in calculating such income from
operations, (i) noncash compensation and (ii) depreciation and
amortization expense, less minority interest expense, to the extent not
deducted in calculating such income from operations, in each case for such
period.  All components of EBITDA shall
be determined on a consolidated basis in accordance with generally acceptable
accounting principles in the United States as in effect as of the date of the
determination of Budgeted EBITDA for such period, consistently applied by the
Company for all periods during the Term. 
Notwithstanding the foregoing, EBITDA shall for all purposes of this
Agreement be calculated for each year without recognition of any expense
incurred in connection with (i) any bonuses paid or payable to the
Executive or the Chief Financial Officer of the Company, (ii) any
Restricted Shares and Additional Restricted Shares (as defined herein and in
the Prior Agreement) heretofore or hereafter granted to those officers or to
the former Chief Operating Officer or (iii) any Options


 


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(as defined herein) or
other stock options heretofore or hereafter granted to such officers or to the
former Chief Operating Officer.


 


“person” shall mean any individual,
corporation, partnership, joint venture, association, joint-stock company,
trust, unincorporated organization, government or any other entity.


 


“Subsidiary” shall mean, in respect of any
person, any corporation, association, partnership or other business entity of
which more than 50% of the total voting power of shares of capital stock or
other interests (including partnership interests) entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by (i) such person, (ii) such person and one or more Subsidiaries
of such person or (iii) one or more Subsidiaries of such person.


 


“Term” shall mean the period specified in
Section 3 below.


 


2.             Employment.  The Company hereby agrees to continue to
employ the Executive, and the Executive hereby accepts such employment, upon
the terms and conditions set forth herein.


 


3.             Term.  Unless sooner terminated in accordance with
the provisions of Section 10 hereof, the term of the Executive’s
employment under this Agreement shall commence on January 1, 2004 and shall end
on January 2, 2007 (the “Term”).


 


4.             Position and
Duties.  (a)  During the Term, the Executive shall serve
as the Chairman of the Board and Chief Executive Officer of the Company and
shall have the authority, functions, duties, powers and responsibilities
normally associated with such positions and as from time to time may be
prescribed by the Board.  The Executive
agrees, subject to his election as such and without additional compensation, to
serve during the Term in such additional offices of comparable stature and
responsibility to which he may be elected from time to time in the Company’s
Subsidiaries and to serve as a director and as a member of any committee of the
Board and as a director of the Company’s Subsidiaries.


 


(b)           During
the Term and subject to the provisions of Section 4(c), (i) the Executive’s
services shall be rendered on a full-time, exclusive basis, (ii) he will apply
on a full-time basis all of his skill and experience to the performance of his
duties in such employment, and shall report only to the Board, (iii) he shall
have no other employment or outside business activities and (iv) unless the
Executive otherwise consents, the headquarters for the performance of his
services shall be the executive offices of the Company in the greater New York
City area, subject to such reasonable travel as the performance of his duties
in the business of the Company may require.


 


(c)           During
the Term, the Executive shall not, directly or indirectly, without the prior
written consent of the Board, render any services to any person (other than the
Company and its Subsidiaries and other persons in which the Company may have an
interest), or acquire any interest of any type in any such other person that is
in competition with the Company or any


 


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of its Subsidiaries or in
conflict with his full-time, exclusive position as a senior executive officer
of the Company; provided, however, that the foregoing shall not
be deemed to prohibit the Executive from (i) acquiring, solely as an
investment, securities of any person which are registered under Section 12(b)
or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) and which are publicly traded, so long as he is not part of any group
required to make any filing under Section 13(d) of the Exchange Act in respect
of such person and such securities do not constitute 2% or more of any class of
outstanding securities of such person, (ii) acquiring, solely as an investment,
any securities of any person (other than a person that has outstanding
securities covered by the preceding clause (i)) so long as he remains a passive
investor in such person and does not become part of any control group thereof
and so long as such person is not, directly or indirectly, in competition with
the Company or any of its Subsidiaries or (iii)(A) serving on the boards of
directors of a reasonable number of other corporations (none of which are in
competition with the Company or its Subsidiaries) or the boards of a reasonable
number of trade associations and/or charitable organizations or, with the prior
written consent of the Committee, to provide consulting services for any such
corporation, trade association and/or charitable organization, (B) engaging in
charitable activities and community affairs and (C) managing his personal
investments and affairs, provided that the activities referred to in
this clause (iii) do not in the aggregate interfere in any material respect
with the proper performance of his duties and responsibilities as the Company’s
Chairman of the Board and Chief Executive Officer.  For purposes of the foregoing, a person shall be deemed to be in
competition with the Company or any of its Subsidiaries if it (or its
Subsidiaries or Affiliates) is then engaged in any line of business that is
substantially the same as any line of business in which the Company or any of
its Subsidiaries is engaged.


 


(d)           The
Company shall use its best efforts to cause the Executive to be a member of the
Board throughout the Term and shall include him in the management slate for
election as a director at every stockholders’ meeting at which his term as a
director would otherwise expire.


 


5.             Compensation.  (a)  Base
Salary.  The Company shall pay or
cause to be paid to the Executive a base salary (the “Base Salary”) of (i)
during the year ending December 31, 2004, $1,000,000 per annum, and (ii) during
each succeeding calendar year (or portion thereof) during the Term an amount
per annum equal to $50,000 plus the Base Salary in effect at the end of the
immediately preceding calendar year. 
The Company may increase, but not decrease, the Base Salary at any time
and from time to time during the Term. 
The Base Salary shall be payable in monthly or more frequent
installments in accordance with the Company’s regular payroll practices for
senior executives.


 


(b)           Bonus.  In addition to the Base Salary, the
Executive shall be entitled to receive an annual cash bonus (the “Bonus”) in an
amount equal to the sum of (a) .00778 multiplied by the Budgeted EBITDA
for the applicable year plus (b) .02723 multiplied by the amount, if any,
by which the Actual EBITDA for such year exceeded the Budgeted EBITDA for such
year; provided, however, that if in any year, the Actual EBITDA
is less than 95% of the amount of the Budgeted EBITDA for such year, the
product obtained by clause (a) above shall be multiplied by the Applicable
Percentage set forth on Exhibit A in determining the amount of the Bonus
payable with respect to such year.  The
Bonus will be payable with respect to each of the


 


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Company’s fiscal years
ending December 31, 2004, December 31, 2005 and December 31, 2006 and, except
as provided in Section 5(c), will be payable as follows:  (i) 75% of the estimated Bonus will be
paid to the Executive in the immediately succeeding January; and (ii) the
remaining amount of the Bonus over the amount previously paid in January of
that year will be paid to the Executive not later than 80 days after the end of
the preceding year.


 


Within 75 days following the end of each applicable
year during the Term, the independent public accountants of the Company shall
deliver to the Committee a certificate setting forth the calculation of EBITDA
for such year based on the Company’s audited financial statements for such year
and, if applicable, an agreed upon procedure report on all adjustments to
EBITDA required by clauses (i) and (ii) of the definition of Actual EBITDA and
by the provisions of Section 5(c)(i). 
Within 80 days after the end of each such year, the Committee shall
deliver to the Executive a notice, in reasonable detail, showing the
calculation of Actual EBITDA for such year, the Bonus payable to the Executive
under this Section 5(b) with respect to such year and the number of Restricted
Shares with respect to which the Restriction Period has expired by virtue of
such EBITDA pursuant to Section 5(c)(i) hereof.


 


(c)           Deferred
Compensation.  The Executive by
timely notice delivered to the Committee may elect to defer any portion of the
Base Salary or Bonus with respect to any year on terms reasonably acceptable to
the Company, provided such deferral does not result in the Company
incurring any additional expense.


 


(d)           Options.  On January 2, 2004, the Company will grant
to the Executive under the Company’s 2001 Stock Option and Incentive Plan (the
“2001 Plan”) options (the “Initial  Options”) to purchase 275,000
shares of the Company’s Common Stock, par value $.05 per share (the “Common
Stock”).  The Initial Options
shall have a term of seven years, shall have an exercise price per share equal
to the “fair market value” (as defined in the 2001 Plan) of a share of Common
Stock on the date of grant; shall vest and become exercisable in four equal
annual installments, commencing on January 2, 2005, if the Executive is
employed by the Company or any Subsidiary on such vesting date, except as
otherwise provided in Section 10 hereof, and shall have such other terms and
conditions, not inconsistent with the foregoing or with any other provision of
this Agreement, as are customarily contained in the grant letters under the
2001 Plan heretofore issued by the Company. 
On each of January 2, 2005, January 2, 2006 and December 31, 2006 the
Company will grant to the Executive under the 2001 Plan options (the “Subsequent
Options” and together with the Initial Options, the “Options”) to
purchase 120,000 shares of Common Stock. 
The Subsequent Options shall have a term of seven years, shall have an
exercise price per share equal to the fair market value (as defined in the 2001
Plan) of a share of Common Stock on the date of grant, shall vest and become
exercisable in three equal annual installments, commencing on the date of
grant, if the Executive is employed by the Company or any Subsidiary on such
vesting date, except as otherwise provided in Section 10 hereof, and shall have
such other terms and conditions, not inconsistent with the foregoing or with
any other provision of this Agreement, as are customarily contained in grant
letters under the 2001 Plan heretofore issued by the Company.  In the event of a stock dividend, stock
split, share combination, exchange of shares, recapitalization, merger,
consolidation, reorganization, liquidation or other comparable changes or
transactions of or by the Company, an appropriate


 


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adjustment to the number
of Common Stock into which the Options are exercisable shall be made to give
proper effect to such event.


 


6.             Employee Benefit
Programs.  During the Term, the
Executive shall be entitled to participate in all employee pension and welfare
benefit plans and programs made available to the Company’s senior level
executives or its employees generally, as such plans or programs may be in
effect from time to time, including without limitation, pension, savings and
other retirement plans or programs, medical, dental, hospitalization,
short-term and long-term disability and life insurance plans, and any other
employee benefit plans or programs that may be sponsored by the Company from
time to time, whether funded or unfunded.


 


7.             Reimbursement of
Expenses.  During the Term, the
Company shall pay or reimburse the Executive for all reasonable travel,
entertainment and other business expenses actually incurred or paid by the
Executive in the performance of his duties hereunder upon presentation of
expense statements or vouchers or such other supporting information as the
Company may reasonably require.


 


8.             Vacations.  In addition to customary paid holidays, the
Executive shall be entitled to four (4) weeks of paid vacation during each year
of the Term (and a pro rata portion thereof for any portion of the Term that is
less than a full year).  Any unused
vacation days during any year shall not be carried forward to subsequent years,
nor shall the Executive receive any additional compensation for such unused
vacation days.


 


9.             The Restricted
Shares.  (a)  On January 2, 2004, and in consideration of
services to be performed by the Executive hereunder, the Company will grant to
the Executive, subject to the provisions of this Section 9, 250,000 shares (the
“Initial Restricted Shares”) of the Company’s Common Stock.  In addition, on each of January 2, 2005,
January 2, 2006 and January 2, 2007, the Company shall grant to the Executive
an additional 40,000 shares of Common Stock (the “Additional Restricted Shares”
and, together with the Initial Restricted Shares, the “Restricted Shares”).


 


(b)           During
the Restriction Period (as defined below) relating to any Restricted Shares,
such Restricted Shares may not be sold, assigned, transferred, pledged or
otherwise encumbered by the Executive. 
Except as provided in this Section 9, the Executive, as the owner of
Restricted Shares, shall have all the rights of a holder of Common Stock,
including but not limited to the right to receive all cash dividends or
distributions paid on and the right to vote such Restricted Shares until such date
as such Restricted Shares shall have been forfeited pursuant to Section 9(g).


 


(c)           The
restrictions contained in this Section 9 on the rights of the Executive to
sell, assign, transfer or encumber the Restricted Shares and on his ability to
hold the certificates representing the Restricted Shares pursuant to Section
9(d) shall expire as follows:


 


(i)            the
restrictions on 41,667 (41,666 in the case of January 2, 2005 and January 2,
2006) Initial Restricted Shares shall expire on each of January 2, 2005, January
2, 2006, January 2, 2007, January 2, 2008, January 2, 2009 and
January 2, 2010, if the Executive is


 


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employed by the Company
or any Subsidiary on such date, except as otherwise provided in Section 10
hereof.  Notwithstanding the foregoing,
if either (x) EBITDA for any fiscal year during the Term shall exceed 105% of
EBITDA for the immediately preceding year or (y) the Committee so determined in
its discretion based on non-EBITDA related performance of the Executive in such
fiscal year, the Restriction Period (as defined below) with respect to an
additional 41,667 Initial Restricted Shares shall expire either on (x) the date
the independent public accountants of the Company deliver to the Committee the
certificate referred to in Section 5(b) hereof or (y) the date the Committee
makes such determination.  In that
event, the additional Initial Restricted Shares as to which the Restriction
Period shall expire pursuant to the foregoing sentence shall be those Initial
Restricted Shares, the Restriction Period of which would otherwise have expired
on the latest applicable date pursuant to this Section 9(c)(i).  In determining EBITDA for the purposes of
this paragraph only for any applicable fiscal year and the prior fiscal year,
the results of operations of any person or business which was the subject of an
Acquisition since the beginning of such prior fiscal year shall be included in
such determination on a pro forma basis as if such Acquisition had occurred
(and all related costs and expenses were incurred) on the day immediately
preceding the first day of such prior fiscal year and the results of operations
of any person or business which was the subject of a Disposition since the
beginning of such prior fiscal year shall be excluded in such determination on
a pro forma basis as if such Disposition had occurred (and all related costs
and expenses were incurred) on the day immediately preceding the first day of
such prior fiscal year.


 


(ii)           the
restrictions on 13,333 (13,334 in the case of the first anniversary date)
Subsequent Restricted Shares issued on any date hereunder shall expire on the
date of issuance and the two succeeding anniversary dates of the date of
issuance, if the Executive is employed by the Company or any Subsidiary on such
date, except as otherwise provided in Section 10 hereof.


 


(iii)          The period during which the restrictions set
forth in this Section 9(c) as to the ownership, transfer and disposition by the
Executive of any Restricted Shares shall be in effect shall be referred to
herein as the “Restriction Period.”


 


(d)           Each
certificate representing Restricted Shares or Additional Restricted Shares
shall be registered in the name of the Executive, be deposited by him with the
Company together with a stock power endorsed in blank and bear the following,
or a substantially similar, legend:


 


“The transferability of this Certificate and the
Common Stock represented hereby is subject to the terms and conditions,
including forfeiture, contained in the Employment Agreement, dated as of
January 1, 2004, between the Company and Kieran E. Burke.  A copy of the Employment Agreement is on
file in the executive offices of Six Flags, Inc., 11501 Northeast Expressway,
Oklahoma City, Oklahoma 73131.”


 


(e)           To
the extent any Restricted Shares shall not have been registered under the
Securities Act of 1933, as amended (the “Securities Act”), the Executive hereby
represents


 


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and warrants that he
(i) is acquiring such Restricted Shares for his own account and not with a
view to the sale or distribution thereof except in compliance with the
Securities Act of 1933, as amended (the “Securities Act”) and applicable state
securities laws and (ii) is an “accredited investor” as such term is defined in
Regulation D under the Securities Act.


 


(f)            After
the Restriction Period relating to any Restricted Shares has expired, upon the
written request of the Executive, or the Executive’s legal representative,
permitted successor or heir, the Company shall deliver to the Executive, or
such legal representative, permitted successor or heir, a certificate or
certificates, without the legend referred to in Section 9(d), for the number of
such Restricted Shares.  Notwithstanding
the foregoing, any certificate or certificates so delivered shall bear such
legends as the Company may deem advisable to reflect restrictions which may be
imposed by law, including, without limitation, the Securities Act or any state
“blue sky” or other applicable securities laws.


 


(g)           The
Executive’s rights to any Restricted Shares shall be forfeited on the first
date on which it can be determined that the Restriction Period with respect to
such Restricted Shares is incapable of expiring pursuant to the provisions of
Section 9(c).  Any Restricted Shares
with respect to which the Restriction Period has not expired shall be forfeited
as of the last day thereof. 
Certificates representing any forfeited Restricted Shares shall be
cancelled by the Company, and the Executive shall have no rights with respect
to any such forfeited Shares.


 


(h)           If
the Company shall be consolidated or merged with another corporation, and such
consolidation or merger is not a Change of Control, the Executive will deposit
with the successor corporation the certificates for the stock or securities or
the other property that the Executive is entitled to receive by reason of his
ownership of Restricted Shares in a manner consistent with Section 9(d), and
such stock, securities or other property shall become subject to the
restrictions and requirements imposed by this Section 9, and the certificates
therefor or other evidence thereof shall bear a legend similar in form and
substance to the legend set forth in Section 9(d).


 


(i)            In
the event of a stock dividend, stock split, share combination, exchange of
shares, recapitalization, merger, consolidation, reorganization, liquidation or
other comparable changes or transactions of or by the Company, an appropriate
adjustment to the number of Restricted Shares shall be made to give proper
effect to such event.


 


10.           Termination of
Employment.


 


(a)           Termination
Due to Death.  The Executive’s
employment shall immediately terminate upon his death.  In such event, his estate or his
beneficiaries, as the case may be, shall be entitled to:


 


(i)            Base
Salary (at the applicable rate in effect on the date of his death) for a period
of 365 days;


 


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(ii)           a
Bonus for the year in which the Executive’s death occurs in an amount equal to
the Bonus (if any) that would have been payable to the Executive with respect
to such year had his death not occurred, multiplied (in the event such death
occurs before June 30 of such year) by a fraction, the numerator of which
shall be the number of days elapsed during such year prior to the date of the
Executive’s death and the denominator of which shall be 181, payable as
provided in Section 5(b);


 


(iii)          all Restricted Shares with respect to which
the Restriction Period had expired prior to the date of this death and all
Restricted Shares (including all Additional Restricted Shares not issued as of
the date of death) as to which the Restriction Period under Section 9(c)
hereof has not yet expired (as to which the Restriction Period shall then
automatically and immediately expire);


 


(iv)          all
Options not granted as of the date of death and, unless otherwise required by
any plan, the continued right to exercise any then vested stock option
(including the Options) for the remainder of its term, it being understood that
all Options shall vest immediately upon such termination;


 


(v)           any
amounts earned, accrued or owing but not yet paid under Sections 5, 6 or 7
above; and


 


(vi)          other
or additional benefits in accordance with applicable plans and programs of the
Company.


 


(b)           Termination
Due to Disability.  The Company may
terminate the Executive’s employment, by written notice delivered to him, due
to his Disability.  In such event, he
shall be entitled to:


 


(i)            an
amount equal to 100% of Base Salary, at the rate in effect at the date of such
termination of his employment, for a period of 365 days following the date of
termination, less the amount of any disability benefits provided to the
Executive under any disability plan or policy;


 


(ii)           a
Bonus for the year in which such termination occurs in an amount equal to the
Bonus that would have been payable to the Executive with respect to such year
had such termination not occurred, multiplied (in the event such termination
occurs before June 30 of such year) by a fraction, the numerator of which
shall be the number of days elapsed during such year prior to the date of such
termination and the denominator of which shall be 181, payable as provided in
Section 5(b);


 


(iii)          all Restricted Shares with respect to which
the Restriction Period had expired prior to the date of termination due to his
Disability and all Restricted Shares (including all Additional Restricted
Shares not issued as of the date of termination) as to which the Restriction
Period under Section 9(c) hereof has not yet expired (as to which the
Restriction Period shall automatically and immediately expire);


 


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(iv)          all
Options not granted as of the date of termination and, unless otherwise required
by any plan, the continued right to exercise any then vested stock option
(including the Options) for the remainder of its term, it being understood that
all Options shall vest immediately upon such termination;


 


(v)           any
amounts earned, accrued or owing but not yet paid under Sections 5, 6 or 7
above;


 


(vi)          continued
participation at the expense of the Company in medical, dental and
hospitalization insurance coverage in which he was participating on the date of
termination of his employment for a period equal to the longest of (x) 12
months from the date of such termination, (y) the minimum period prescribed by
applicable law or (z) the period set forth in the applicable plan or program of
the Company; and


 


(vii)         other or additional benefits in accordance
with applicable plans and programs of the Company.


 


(c)           Termination
by the Company for Cause.  In the
event the Company proposes to terminate the Executive’s employment for Cause,
it shall so notify the Executive in writing, which notice shall include (A) in
reasonable detail the particular act or acts or failure or failures to act that
constitute the grounds on which the proposed termination for Cause is based and
(B) the date (which shall not be earlier than 21 days following the date of
such notice), time and location of a Board meeting at which the Executive shall
be entitled to a hearing as to such grounds. 
If, within five days after such hearing, the Executive is furnished
written notice that a majority of all then members of the Board (excluding the
Executive) have confirmed that, in their judgment, grounds for Cause exist, his
employment shall thereupon terminate for Cause.  In such event, he shall be entitled to:


 


(i)            the
Base Salary then in effect through the date of the termination of his employment
for Cause;


 


(ii)           all
Restricted Shares with respect to which the Restriction Period had expired
prior to the date of such termination;


 


(iii)          any amounts earned, accrued or owing but not
yet paid under Sections 5, 6 or 7 above; and


 


(iv)          other
or additional benefits in accordance with applicable plans or programs of the
Company.


 


(d)           Termination
Without Cause or Constructive Termination Without Cause.  In the event the Executive’s employment is
terminated by the Company without Cause, other than due to his Disability or
death, or is terminated by the Executive due to a Constructive Termination
Without Cause, the Executive shall be entitled to:


 


11

















 


(i)            the
Base Salary then in effect through the date of termination of the Executive’s
employment;


 


(ii)           a
Bonus for the year in which such termination occurs in an amount equal to the
Bonus that would have been payable to the Executive with respect to such year
had such termination not occurred, multiplied (in the event such termination
occurs before June 30 of such year) by a fraction, the numerator of which
shall be the number of days elapsed during such year prior to the date of such
termination and the denominator of which shall be 181, payable immediately;


 


(iii)          an aggregate amount equal to the sum of (x)
the product obtained by multiplying three times the amount paid or payable to
the Executive as Base Salary with respect to the calendar year immediately
preceding the year in which such termination occurs plus (y) the product
obtained by multiplying three times the greater of (A) the amount paid or
payable as Bonus with respect to the calendar year immediately preceding the
year in which such termination occurs and (B) the numerical average of the amounts
paid or payable as Bonus with respect to such calendar year and the two
preceding calendar years; which aggregate amount shall be payable in one lump
sum within ten Business Days after such termination;


 


(iv)          all
Restricted Shares with respect to which the Restriction Period had expired
prior to the date of termination and all Restricted Shares (including all
Additional Restricted Shares not issued as of the date of termination) as to
which the Restriction Period under Section 9(c) hereof has not yet expired
(as to which the Restriction Period shall then automatically and immediately
expire);


 


(v)           all
Options not granted as of the date of termination and all Options (which shall
vest automatically as of the date of termination) and any other stock options to
the extent exercisable at the date of his termination without Cause or
Constructive Termination Without Cause, shall be exercisable for a period of 90
days after such termination;


 


(vi)          any
amounts earned, accrued or owing but not yet paid under Sections 4, 5 or 6
above;


 


(vii)         continued participation at the Company’s
expense in medical, dental and hospitalization insurance coverage and in all
other employee benefit plans and programs in which he was participating on the
date of termination of his employment for a period equal to of the longest of
(x) 6 months from the date of such termination, (y) the minimum period
prescribed by applicable law or (z) the period set forth in the applicable plan
or program of the Company; and


 


(viii)         other or additional benefits in accordance
with applicable plans and programs of the Company.


 


(e)           Change
of Control.  (i) In the event of a
Change of Control (whether or not the Executive’s employment is terminated),
the Executive shall be entitled to all Restricted Shares with respect to which
the Restriction Period had expired prior to the date of the Change of


 


12

















 


Control and all
Restricted Shares (including all Additional Restricted Shares not issued as of
the date of the Change of Control) as to which the Restriction Period under
Section 9(c) hereof has not yet expired (as to which the Restriction Period
shall then automatically and immediately expire), and (b) all Options not
granted as of the date of such Change of Control, which Options and all other
Options granted hereunder shall automatically and immediately vest as of the
date of such Change of Control and shall remain exercisable for the remainder
of their term.


 


(ii)           If
during the 180 day period following a Change of Control, the Executive’s
employment is terminated by the Company (other than due to his Disability or
death) or is terminated due to a Constructive Termination Without Cause, the
Executive shall be entitled to (A) the payments and benefits provided in Section
10(d); and (B) all amounts, entitlements or benefits under all employee benefit
plans as to which the Executive is not yet vested shall become fully vested
except to the extent such vesting would be inconsistent with the terms of the
relevant plan.


 


(f)            Voluntary
Termination.  In the event of a
termination of employment by the Executive on his own initiative other than a
termination due to a Construction Termination Without Cause, the Executive
shall have the same entitlements as provided in Section 10(c) for a termination
for Cause.  A voluntary termination
under this Section 10 shall be effective upon not less than 90 days prior
written notice to the Company.


 


(g)           Golden
Parachute Payment Excise Tax Gross-Up. 
In the event that the Executive receives any payments or other benefits
pursuant to Section 10(e), including accelerated issuance or vesting of
Restricted Stock, Options or other stock options, then the Company shall pay
the Executive any additional amounts that are required to be paid by the Executive
as excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986,
as amended (the “Code”), in respect to the aggregate of all payments or
benefits made or provided to the Executive under Section 10(e), this Section
10(g) or otherwise under this Agreement or under any other plans or programs of
the Company.


 


(h)           No
Mitigation.  In the event of any
termination of employment under this Section 10, the Executive shall be under
no obligation to seek other employment.


 


(i)            Nature
of Payments.  Any amounts due under
this Section 10 are in the nature of severance payments have been determined to
be reasonable by the Company and are not in the nature of a penalty.


 


(j)            Notice
of Termination.  Except as otherwise
provided in this Section 10 and except in the case of a termination due to the
Executive’s death, the Company or the Executive (as the case may be) shall
deliver written notice of termination of employment to the other party hereto
which notice shall specify the effective date of termination in accordance
herewith.


 


11.           Indemnification.  (a) 
The Executive shall be entitled to the benefit of the indemnification
provisions contained on the date hereof in the Certificate of Incorporation and
By-Laws of the Company (not including any amendments or additions hereafter
that limit or


 


13

















 


narrow, but including any
that add to or broaden, the protection afforded to the Executive by those
provisions), to the fullest extent permitted by applicable law at the time of
the assertion of any liability against the Executive in respect of any matter
relating to the period during which the Executive is employed by the Company,
no matter when arising.


 


(b)           During
the period in which the Executive is employed by the Company, the Company
agrees to maintain a directors’ and officers’ liability insurance policy
covering the Executive to the extent the Company provides such coverage for its
other executive officers, which policy shall be maintained on a claims occurred,
rather than claims made, basis.


 


12.           Effect of Agreement
on Other Benefits.  Except as
specifically provided in this Agreement, the existence of this Agreement shall
not prohibit or restrict the Executive’s entitlement to full participation in
the employee benefit and other plans or programs in which senior executives of
the Company are eligible to participate.


 


13.           Covenant
Not-to-Compete.  During the two
years following the end of the Executive’s employment by the Company (the
“Covenant Period”):


 


(a)           The
Executive agrees that he will not, directly or indirectly, as a partner,
officer, employee, director, stockholder, proprietor, consultant,
representative, agent or otherwise become or be interested in, or associate
with or render assistance to (i) any person engaged in the ownership,
operation and/or management of any water park, amusement park, theme park,
marine or wildlife park, outdoor mini-theme park or family amusement or
entertainment center (collectively, “Parks”) located within the United States
of America (or in the event the Company owns or otherwise operates any Park
outside the United States of America, in any location within a 250 mile radius
of such location) or (ii) if during the Term, the Company commences any
line of business, in addition to the ownership, operation and/or management of
Parks, and if, during the last full fiscal year of the Company preceding the
date of the termination of the Executive’s employment, such other line of
business accounted for at least 10% of the Company’s revenue during such year,
any person engaged in such other line of business within a 250 mile radius of
any location at which the Company is then engaged therein.  The foregoing provisions shall not, however,
prohibit the ownership by any Executive of securities in accordance with
Section 4(c)(i).


 


(b)           The
Executive agrees that he will not, directly or indirectly, during the Covenant
Period, for his own benefit or for the benefit of any other person knowingly
solicit the professional services of any employee of the Company or any
Subsidiary or any person who had been such an employee within three months
prior thereto or otherwise interfere with the relationship between the Company
or any Subsidiary and any of such persons.


 


(c)           The
Executive recognizes and acknowledges that, in connection with his employment
by the Company, he has had and will continue to have access to valuable trade
secrets and confidential information of the Company and its Subsidiaries and
Affiliates including, but not limited to, customer and supplier lists, business
methods and processes, marketing, promotional, pricing and financial
information and data relating to employees and agents (collectively,
“Confidential Information”) and that such Confidential Information is being


 


14

















 


made available to the
Executive only in connection with the furtherance of his employment by the
Company.  The Executive agrees that
during the Term and thereafter, he will not use or disclose any of such
Confidential Information to any person, except that disclosure of Confidential
Information will be permitted: 
(i) to the Company, its Subsidiaries and Affiliates and their
respective advisors; (ii) if such Confidential Information has previously
become available to the public through no fault of the Executive; (iii) if
required by any court or governmental agency or body or is otherwise required
by law; (iv) if necessary to establish or assert the rights of the
Executive hereunder; or (v) if expressly consented to by the Company.


 


(d)           The
parties agree that a violation of the foregoing agreements not to compete or
disclose, or any provision thereof, will cause irreparable damage to the
Company, and the Company shall be entitled (without any requirement of posting
a bond or other security), in addition to any other rights and remedies which
it may have, at law or in equity, to an injunction enjoining and restraining
the Executive from doing or continuing to do any such act or any other
violations or threatened violations of this Section 13.


 


(e)           The
Executive acknowledges and agrees that the restrictive covenants set forth in
this Section 13 (the “Restrictive Covenants”) are reasonable and valid in
geographical and temporal scope and in all other respects.  If any court determines that any of the
Restrictive Covenants, or any part thereof, is invalid or unenforceable, the
remainder of the Restrictive Covenants shall not thereby be affected and shall
be given full force and effect, without regard to the invalid or unenforceable
parts.


 


(f)            If
any court determines that any of the Restrictive Covenants, or any part
thereof, is invalid or unenforceable for any reason, such court shall have the
power to modify such Restrictive Covenant, or any part thereof, and, in its
modified form, such Restrictive Covenant shall then be valid and enforceable.


 


14.           Severability.  Should any provision of this Agreement be
held, by a court of competent jurisdiction, to be invalid or unenforceable,
such invalidity or unenforceability shall not render the entire Agreement
invalid or unenforceable, and this Agreement and each individual provision
hereof shall be enforceable and valid to the fullest extent permitted by law.


 


15.           Successors and
Assigns.  (a)  This Agreement and all rights under this
Agreement are personal to the Executive and shall not be assignable other than
by will or the laws of descent.  All of
the Executive’s rights under this Agreement shall inure to the benefit of his
heirs, personal representatives, designees or other legal representatives, as
the case may be.


 


(b)           This
Agreement shall inure to the benefit of and be binding upon the Company and its
successors and assigns.  Any person
succeeding to the business of the Company by merger, purchase, consolidation or
otherwise shall assume by contract or operation of law the obligations of the
Company under this Agreement.


 


16.           Governing Law.  This Agreement shall be construed in
accordance with and governed by the laws of the State of New York, without
regard to the conflicts of laws rules thereof.


 


15

















 


17.           Notices.  All notices, requests and demands given to
or made upon the respective parties hereto shall be deemed to have been given
or made three (3) business days after the date of mailing when mailed by
registered or certified mail, postage prepaid, or on the date of delivery if
delivered by hand, or by any nationally-recognized overnight delivery service,
addressed to the parties at their addresses set forth below or to such other
addresses furnished by notice given in accordance with this
Section 17:  (a) if to the
Company, 122 East 42nd Street, New York, New York 10168, Attn: Board of
Directors, and (b) if to the Executive, 69 Prospect Street, Summit, New
Jersey 07901.


 


18.           Withholding.  All payments required to be made by the
Company to the Executive under this Agreement shall be subject to withholding,
employment, social security, medicare, unemployment and other payroll taxes and
deductions in accordance with the Company’s policies applicable to senior
executives of the Company and the provisions of any applicable employee benefit
plan or program of the Company.


 


19.           Complete
Understanding.  This Agreement
supersedes any prior contracts, understandings, discussions and agreements
relating to employment between the Executive and the Company and constitutes
the complete understanding between the parties with respect to the subject
matter hereof.  No statement,
representation, warranty or covenant has been made by either party with respect
to the subject matter hereof except as expressly set forth herein.


 


20.           Modification; Waiver.  (a) 
This Agreement may be amended or waived if, and only if, such amendment
or waiver is in writing and signed, in the case of an amendment, by the Company
and the Executive or in the case of a waiver, by the party against whom the
waiver is to be effective.  Any such
waiver shall be effective only to the extent specifically set forth in such
writing.


 


(b)           No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege.


 


21.           Mutual
Representations.  (a)  The Executive represents and warrants to the
Company that the execution and delivery of this Agreement and the fulfillment
of the terms hereof (i) will not constitute a default under or conflict with
any agreement or other instrument to which he is a party or by which he is
bound and (ii) do not require the consent of any person.


 


(b)  The
Company represents and warrants to the Executive that this Agreement has been
duly authorized, executed and delivered by the Company and that such execution
and delivery and the fulfillment of the terms hereof (i) will not constitute a
default under or conflict with any agreement or other instrument to which it is
a party or by which it is bound and (ii) do not require the consent of any
person.


 


16

















 


(c)           Each
party hereto represents and warrants to the other that this Agreement
constitutes the valid and binding obligation of such party enforceable against
such party in accordance with its terms.


 


22.           Headings.  The headings in this Agreement are for
convenience of reference only and shall not control or affect the meaning or
construction of this Agreement.


 


23.           Counterparts.  This Agreement may be signed in any number
of counterparts, each of which shall be an original, with the same effect as if
the signatures thereto and hereto were upon the same instrument.  This Agreement shall become effective when
each party hereto shall have received counterparts hereof signed by the other party
hereto.


 


17

















 


IN WITNESS WHEREOF,
the Company has caused this Agreement to be duly executed in its corporate
name, and the Executive has manually signed his
name hereto, all as of the day and year
first above written.


 


 


	
   

  	
  SIX FLAGS, INC.

  
	
   

  	
  SIX FLAGS OPERATIONS INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Paul A.
  Biddelman

  	
   

  
	
   

  	
  Paul A.
  Biddelman

  
	
   

  	
  Chairman of the

  
	
   

  	
  Compensation
  Committee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Kieran E. Burke

  	
   

  
	
   

  	
  Kieran E. Burke

  
					



 


18

















 


EXHIBIT A


 


 


If the quotient of


  Actual EBITDA
for the applicable year  


Budgeted EBITDA for the applicable year


 


	
   

  	
   

  	
  Applicable
  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (rounded to the nearest thousandths) equals:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  between (and
  including) .945 and (but excluding) .950

  	
   

  	
  95

  	
  %

  
	
  between .940 and
  (but excluding) .945

  	
   

  	
  90

  	
  %

  
	
  between .935 and
  (but excluding) .940

  	
   

  	
  85

  	
  %

  
	
  between .930 and
  (but excluding) .935

  	
   

  	
  80

  	
  %

  
	
  between .925 and
  (but excluding) .930

  	
   

  	
  75

  	
  %

  
	
  between .920 and
  (but excluding) .925

  	
   

  	
  70

  	
  %

  
	
  between .915 and
  (but excluding) .920

  	
   

  	
  65

  	
  %

  
	
  between .910 and
  (but excluding) .915

  	
   

  	
  60

  	
  %

  
	
  between .905 and
  (but excluding) .910

  	
   

  	
  55

  	
  %

  
	
  between .900 and
  (but excluding) .905

  	
   

  	
  50

  	
  %

  
	
  between .895 and
  (but excluding) .900

  	
   

  	
  45

  	
  %

  
	
  between .890 and
  (but excluding) .895

  	
   

  	
  40

  	
  %

  
	
  between .885 and
  (but excluding) .890

  	
   

  	
  35

  	
  %

  
	
  between .880 and
  (but excluding) .885

  	
   

  	
  30

  	
  %

  
	
  between .875 and
  (but excluding) .880

  	
   

  	
  25

  	
  %

  
	
  between .870 and
  (but excluding) .875

  	
   

  	
  20

  	
  %

  
	
  between .865 and
  (but excluding) .870

  	
   

  	
  15

  	
  %

  
	
  between .860 and
  (but excluding) .865

  	
   

  	
  10

  	
  %

  
	
  between .850 and
  (but excluding) .860

  	
   

  	
  5

  	
  %

  
	
  less than .850

  	
   

  	
  0

  	
  %

  



 


1