Exhibit
10.14


 


AGREEMENT


 


This Agreement is made and entered into this  12th day of January, 2004 (this
“Agreement”) by and between ARGOSY GAMING COMPANY, a Delaware corporation (the
“Company”) and John J. Jones, (the “Employee”);


 


RECITALS:


 


The Compensation Committee of the Company’s Board of
Directors believes it is in the best interest of the Company to enter into this
Agreement with the Employee.


 


NOW THEREFORE, in consideration of the premises and of
the covenants and agreements herein contained, the parties hereto agree as
follows:


 


1.             Employment.  The Company agrees that the Employee shall
be employed by the Company during the term of this Agreement initially in the
capacity of Sr. Vice President, General Counsel/Secretary or in such other
capacity as determined by the Company’s Chief Executive Officer or Board of
Directors.


 


2.             Term.  The term of employment (“Employment Term”)
will commence on January 12, 2004 (the “Effective Date”) or a date to be
jointly determined but no later than January 26, 2004.  The term of this Agreement shall begin on
the Effective Date and continue unless terminated as hereinafter provided in
Sections 6 and 7 hereof.


 


3.             Duties:  During the Employment Term:


 


(a)           The
Employee shall have such duties and responsibilities as are assigned to the
Employee by the Chief Executive Officer or Board of Directors of the
Company.  The Employee acknowledges and
agrees that the Employee’s duties and responsibilities hereunder may include
serving as an officer of the Company’s subsidiaries and affiliates without any
additional compensation therefore.  The
Employee hereby accepts employment from the Company upon the terms and
conditions herein set forth and agrees to devote his best efforts and energies
to the business of the Company.


 


(b)           The
Employee will perform his duties diligently and competently and shall act in
conformity with Company’s written and oral policies and within the limits,
budgets and business plans set by the Company. 
The Employee will at all times during the Employment Term strictly
adhere to and obey all of the rules and regulations in effect from time to time
relating to the conduct of executives of the Company.  The Employee shall not engage in consulting work or any trade or
business for his own account or for or on behalf of any other person, firm or
company that competes, conflicts or interferes with the performance of his
duties hereunder in any material way. 
The Employee shall


 

















 


not serve on the board of directors of any other company without the
Company’s written consent.


 


4.             Compensation.


 


(a)           Base
Salary.  Subject to the terms and
conditions set forth in this Agreement, the Company shall pay to Employee a
Base Salary equal to $275,000.00 per annum. 
The Company shall pay the Base Salary to Employee in accordance with the
usual and customary payroll procedures of the Company.  Further, this Base Salary may be adjusted
upward at any time without altering the terms of this Agreement.


 


(b)           Stock
Option Award.   As of the Effective
Date, the Compensation Committee will grant to the Employee an option for
70,000 shares of Company Common Stock at an exercise price equal to the closing
price of the Company’s Common Stock on the New York Stock Exchange on the
Effective Date.  The shares subject to
the option will become vested and exercisable at a rate of thirty-three and 1/3
percent (33 1/3%) per year on each anniversary date of the date of grant, if
the Employee remains employed by the Company on each such anniversary
date.  The terms and conditions of the
stock option program and the stock option grant will be more fully set forth in
any Stock Option Agreements and stock grant certificates adopted and delivered
respectively


 


(c)           Annual
Bonus.  The Employee shall be
eligible to participate in the Argosy Gaming Company Corporate Management
Incentive Bonus Plan, and any other incentive bonus plan or program the Company
makes available to senior officers.  The
Employee’s initial target annual bonus shall be set at forty-five percent (45%)
of his Base Salary, subject to future modification by the Board (or
Compensation Committee) in its sole discretion.  The Employee’s total bonus payout for the plan year 2004 shall
not be less than $123,750.


 


(d)           Executive
and Management Options.  The
Employee will be eligible to participate in any and all stock option programs
created by the Compensation Committee of the Board; provided, however, the
Compensation Committee has sole and absolute discretion in granting stock
options.  The terms and conditions of
the stock option program and the stock option grant will be more fully set
forth in any Stock Option Agreements and stock grant certificates adopted and
delivered respectively


 


(e)           Relocation
Expenses. The company shall reimburse the Employee for the reasonable and
necessary expenses incurred in connection with relocating his residence to the
St. Louis, Missouri area from New York, New York, including but not limited to,
commissions on the sale of his residence in New York, moving household goods
(excluding plane), necessary expenses related to house hunting travel for the
Employee to the St. Louis, Missouri area from New York, New York and temporary
living expenses in St. Louis, Missouri area for up to 3 months.  Relocation must occur


 


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and expenses submitted within twelve months from the Effective Date,
but no later than February 1, 2005.


 


(f)            Sign-
On Bonus.  The Company will pay the
Employee $75,000.00 (the “Sign-on Bonus”) with the first regular paycheck after
the Effective Date, provided, however, that if the Employee resigns from
employment with the Company or the Company terminates the Employee for cause or
for a reason specified in Section 7(a), (b), (d), or (e), the Employee shall
repay the Company, within five business days of such termination, an amount
equal to the Sign-on Bonus multiplied by a fraction, the numerator of which is
the number of full months until the second anniversary of the Effective Date
and the denominator of which is 24.


 


(g)           Fringe
Benefits.  The Employee shall be
entitled to participate in all insurance and other fringe benefit programs of
the Company as are accorded other employees of the Company holding similar
positions as the Employee.  The employee
shall be (i) entitled to participate in the company’s health plan effective the
ninety-first day of employment if a new employee, and (ii) entitled to coverage
or reimbursement for any family medical and dental costs not covered by the
Company’s plans, subject to the Company’s Supplemental Medical and Dental
Reimbursement Plan for Executives and regulatory guidelines.  The Company agrees to reimburse the Employee
for all COBRA premiums paid during the initial 90-day waiting period.


 


(h)           Auto
Allowances.   The Company agrees to
pay an automobile allowance of $500 per month.


 


(i)            Complimentary
Privileges.   The Employee shall be
entitled to an employee discount of not less than 25% at Company retail
establishments.  The Employee and his
immediate family shall be entitled to complimentary privileges in the Company
restaurants and eating establishments.


 


(j)            Reimbursement
of Expenses.  The Employee shall be
reimbursed for all items of travel and entertainment and miscellaneous expenses
reasonably incurred by him/her on behalf of the Company.  Reimbursement for such expenses will be
pursuant to, and limited by, the Company’s policies with respect to reimbursing
business expenses of employees of the Company holding similar positions as the
Employee and will require proper documentation.


 


(k)           Entire
Compensation.  The compensation and
benefits provided for in this Agreement are in full payment of the services to
be rendered by the Employee to the Company.


 


5.             Change of
Control.  In the event
that there occurs a Change of Control (as hereinafter defined) of the Company,
the Employee shall, notwithstanding any actions taken by the Company or its
successor after the Change of Control, be entitled to an amount equivalent to
three (3) years of Base Salary and one (1) year of Benefits (grossed up at the
Excise Tax rate).


 


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Such amount shall be paid on the Change of Control
Date (i) if the Employee is offered a position with lesser responsibility, or
lesser salary as a result of the Change of Control, or is offered a position with
lesser responsibility, or lesser salary within one (1) year after the Change of
Control; or (ii) the Employee elects to terminate his employment on the Change
of Control Date.


 


In the event the Employee’s employment is terminated
after the public announcement of a Change of Control but prior to the
consummation of a Change of Control for any reason other than those set forth
in Sections 6, 7(a), (b), (d) or (e), then the Employee shall be entitled to an
amount equivalent to three (3) years Base Salary and one (1) year Benefits.
(grossed up at the Excise Tax rate).


 


For purposes hereof, Change of Control shall mean (i)
any merger or consolidation of the company with or into any person or any sale,
transfer or other conveyance, whether direct or indirect, of all or
substantially all of the assets of the company, on a consolidated basis, in one
transaction or a series of related transactions, if, immediately after giving
effect to such transaction, any “person” or “group” (as such terms are used for
purposes of Sections 13 (d) and 14 (d) of the Exchange Act, whether or not
applicable) (other than an Excluded Person) is or becomes the “beneficial
owner,” directly or indirectly, or more than 40% of the total voting power in
the aggregate normally entitled to vote in the election of directors, managers,
or trustees, as applicable, of the transferee or surviving entity, (ii) any
“person” or “group” (as such terms are used for purposes of Sections 13 (d) and
14 (d) of the Exchange Act, whether or not applicable) (other than an Excluded
Person) is or becomes the “beneficial owner,” directly or indirectly, of more
than 40% of the total voting power in the aggregate normally entitled to vote
in elections of directors of the company, or (iii) during any period of 12 consecutive
months after the Effective Date, individuals who at the beginning of any such
12-month period constituted the Board of Directors of the Company (together
with any new directors whose elections by such Board or whose nomination for
election by the shareholders of the Company was approved by a vote of a
majority of the directors then still in office who were either directors at the
beginning of such period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority of the
Board of Directors of the Company then in office.


 


For purposes hereof, Benefits shall mean benefits
substantially similar to any and all benefits received by or which exist for
the benefit of the Employee and such dependents as were covered immediately
prior to the announcement of the Change of Control.


 


6.             Death or
Total Disability of Employee.


 


(a)           Death.  In the event of the death of the Employee
during the term of this Agreement, this Agreement shall terminate effective as
of the date of the Employee’s death and the Company shall have no further
obligations or liability


 


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hereunder, except the Company shall pay to the Employee’s estate the
portion, if any, of the (i) Employee’s Base Salary for the period up to the
Employee’s date of death which remains unpaid; and (ii) amounts payable
pursuant to any employee benefits plans in which the Employee was a participant
prior to his death.


 


(b)           Disability.  In the event the Employee suffers a
Disability (as hereinafter defined) during the term of this Agreement, the
Company shall have the right to terminate the Employee’s employment hereunder
by giving the Employee ten (10) days written notice thereof, and upon
expiration of such ten (10) day period, the Company shall not have any further
obligations or liability under this Agreement, except the Company shall pay to
Employee the portion, if any, of: (i) the Employee’s Base Salary for the period
to the date of termination which remains unpaid; and (ii) any amounts payable
pursuant to any employee benefit plans in which the Employee was a participant
prior to the date of his termination.


 


The term “Disability”, when used herein, shall mean
when the Employee qualifies for a benefit under the Company’s long term
disability plan or if the Company does not have a long term disability plan, it
shall mean a mental or physical condition which, in the reasonable opinion of
the Company’s designated medical doctor, renders the Employee unable or incompetent
to carry out the job responsibilities he held or tasks to which he was assigned
at the time the disability was incurred for a period of 60 consecutive days or
60 days in any 12 consecutive month period.


 


7.             Termination.  Notwithstanding anything contained in this
Agreement to the contrary, the Employee’s employment under this Agreement may
be terminated by the Company upon written notice to Employee for any of the
following reasons:


 


(a)           If
the Employee is denied a gaming license by any state gaming board or any other
gaming authority having jurisdiction over the operations of the Company or its
subsidiaries or affiliates (“Gaming Body”), or if the Employee’s license issued
by any Gaming Body is suspended, revoked, sanctioned or reprimanded for any
period of time or for any conduct for reasons within the Employee’s control;


 


(b)           If
the Employee commits an offense involving moral turpitude under Federal, State
or local laws or ordinances or conducts himself/herself publicly or privately
in any manner which causes him/her to be held in public ridicule or scorn, or
causes public scandal or uses liquors, narcotics or drugs to such an extent as
will have visible detrimental effect on the Company;


 


(c)           If
the Employee fails to perform his job responsibilities in a manner satisfactory
to the Chief Executive Officer or the Board of Directors;


 


(d)           If
the Employee knowingly violates any of the internal control procedures and/or
company policies of the Company; or, knowingly violates any statute, rule or
regulation of any Gaming Body, the United States Coast Guard, or any


 


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other governmental body having jurisdiction over the business
activities of the Company; and;


 


(e)           If
the Employee breaches any term or condition of this agreement.


 


Except in the event the Employee is terminated
pursuant to Section 7(a) above, in the event that the Company shall terminate
the Employee’s employment pursuant to this Section 7, the Company shall not
have any further obligations or liabilities under this Agreement, except the
Company shall (a) pay to the Employee his Base Salary up to the 30th day
following the date of the Employee’s termination hereunder or if the
termination is pursuant to Section 7(c) hereof or pursuant to a job elimination
that results in a discontinuation of employment with the Company, then the
Company shall pay to Employee his Base Salary for 12 months and an amount equal
to his banked, but not yet paid bonus following the date of the Employee’s
termination; and (b) any amounts or benefits payable pursuant to any employee
benefit plan in which the Employee was a participant prior to the date of his
termination, subject, however, to the terms and provisions of any such employee
benefit plan.


 


Without limiting the foregoing, the Employee shall
surrender all vehicles, credit cards, uniforms, cellular telephones, pagers and
other Company property to the Company prior to any payment to the Employee
hereunder.


 


Following any notice of termination of employment hereunder,
Employee shall fully cooperate with the Company in all matters relating to the
winding up of his pending work on behalf of the Company and the orderly
transfer of such work to the other professional employees of the Company.  On or after the giving of notice of
termination hereunder and during any applicable notice period, the Company
shall be entitled to such full-time or part-time services of Employee as the
Company may reasonably require.


 


8.             Discoveries.  The Employee will promptly disclose in writing
to the Company each improvement, discovery, idea, concept and invention
relating to the business of the Company, made or conceived by the Employee
either alone or in conjunction with others while employed by the Company
hereunder or within six (6) months after the termination of such
employment.  This provision shall not
apply to an invention for which no equipment, supplies, facility or trade
secret information of the Company was used and which was developed entirely on
the Employee’s own time, and (a) which does not relate (i) to the business of
the Company or (ii) to the Company’s actual or demonstrably anticipated
research or development, or (b) which does not result from any work performed
by the Employee for the Company.  The
Employee will not disclose any such improvement, discovery, idea, concept or
invention to any person except the Company. 
Each such improvement, discovery, idea, concept or invention shall be
the sole and exclusive property of, and is hereby assigned to, the Company, and
at the request of the Company, the Employee will assist and cooperate with the
Company and any person or persons (at the Company’s or such other person’s
expense) from time to time designated by the Company to obtain for the Company
the


 


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grant of any letters patent in the United States and/or such other
country or countries as may be designated by the Company, covering any such
improvement, discovery, idea, concept or invention and will in connection
therewith execute such applications, statements, assignments or other
documents, furnish such information and data and take all such other action
(including, without limitation, the giving of testimony) as the Company may
from time to time reasonably request.


 


9.             Non-Disclosure
and Non-Competition.


 


(a)           The
Employee recognizes and acknowledges that he will have access to certain
confidential information of the Company, including but not limited to, trade
secrets, customer lists, sales records, future casino development plans and
other proprietary commercial information, and that such information constitutes
valuable, special and unique property of the Company.  The Employee agrees that he will not, for any reason or purpose whatsoever,
during or after the term of his employment, disclose any of such confidential
information to any party without express authorization of the Company, except
as necessary in the ordinary course of performing his duties hereunder.


 


(b)           The
Employee agrees with the Company that during the term of his employment with
the Company (or any affiliate or subsidiary of the Company) and for a period of
one (1) year following the termination of his employment with the Company (or
any affiliate or subsidiary of the Company), he will not, without prior written
consent of the Company, engage directly or indirectly in any business (either
financially or as a shareholder, employee, officer, partner, independent
contractor or owner, or in any other capacity calling for the rendition of
personal service or acts of management, operation or control) which owns,
operates or manages casinos, bingo parlors or other gaming facilities within
the Territory (as hereinafter defined); provided, however, that Employee may
own up to three percent (3%) of any class of securities of a corporation
engaged in such a competitive business if such securities are listed on a
national securities exchange or registered under the Securities Exchange Act of
1934.


 


(c)           The
Employee further agrees that for a period of ninety (90) days following the
termination of his employment with the Company (or any affiliate or subsidiary
of the Company), he will not, without prior written consent of the Company,
recruit any other Company employees away from the Company.


 


(d)           The
term “Territory” as used herein shall mean a 150 mile radius of each casino,
bingo parlor or gaming facility being operated or managed by the Company or for
which the Company has either received a local community endorsement or filed
for a gaming license as of the date of termination.


 


(e)           The
Employee acknowledges that his compliance with the agreements in paragraphs
9(a) and 9(b) hereof is necessary to protect the good will and other
proprietary interests of the Company and that he is one of the principal
executives of the Company and conversant with its affairs, its trade secrets,
its


 


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customers and other proprietary information.  The Employee acknowledges that a breach of his agreements in
paragraphs 9(a) and 9(b) hereof will result in irreparable and continuing
damage to the Company and the business of the Company, for which there will be
no adequate remedy at law; and agrees that in the event of any breach of the
aforesaid agreements in paragraphs 9(a) and 9(b), the Company and its
successors and assigns shall be entitled to injunctive relief of 50% of the
Employee’s annual salary and to such other and further relief as may be
proper.  The Employee further agrees
that in the event of any breach of the agreement in paragraph 9(c), the Company
and its successors and assigns shall be entitled to injunctive relief of 100%
of the Employee’s annual salary and to such other and further relief as may be
proper.


 


10.           Supersedes
Other Agreements.  This
Agreement supersedes and is in lieu of any and all other employee arrangements
between the Employee and the Company or any of their respective subsidiary and
affiliated companies.


 


11.           Amendments.  Any amendment to this Agreement, including
any extensions or renewal of the term of employment of Employee, shall be made
in writing and signed by the parties hereto.


 


12.           Enforceability.  If any provision of this Agreement shall be
held invalid or unenforceable, in whole or in part, then such provision shall
be deemed to be modified or restricted to the extent and in the manner
necessary to render the same valid and enforceable, or shall be deemed excised
from the Agreement as the case may require, and this Agreement shall be
construed and enforced to the maximum extent permitted by law, as if such
provision had been originally incorporated herein as so modified or restricted,
or as if such provision had not been originally incorporated herein, as the
case may be.


 


13.           Governing
Law.  The validity and
effect of this Agreement shall be governed exclusively by the laws of the State
of Illinois, excluding the “conflicts of laws” rules of that state.


 


14.           Assignment.


 


(a)           The
rights and obligations of the Company under this Agreement shall inure to the
benefit of, and shall be binding upon, the successors and assigns of the
Company, subject to the provisions set forth in Section 5 hereof.


 


(b)           This
Agreement and the obligations created hereunder may not be assigned by the
Employee.


 


15.           Attorneys’
Fees.  In the event any
legal action to enforce the terms and conditions of this Agreement is
commenced, reasonable attorneys’ fees, court costs and all reasonable costs of
litigation shall be awarded to the prevailing party.


 


16.           Notices.  All notices required or permitted to be
given hereunder shall be in writing and shall be deemed to have been given when
personally delivered or mailed,


 


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by certified or registered mail, return receipt requested, addressed to
the intended recipient as follows:


 


	
  If to the Employee:

  
	
   

  
	
  John J. Jones

  
	
  350 W. 50th
  #11B

  
	
  New York, NY 10019

  
	
   

  
	
  If to the Company:

  
	
   

  
	
  Argosy Gaming Company

  
	
  219 Piasa Street

  
	
  Alton, IL 62002

  
	
  ATTN: Legal Department

  



 


Any party may from time to time change its address for
the purposes of notices to that party by a similar notice specifying a new
address, but no such change shall be deemed to have been given until it is
actually received by the party sought to be charged with the contents.


 


16.           Waiver.  No claim or right arising out of a breach or
default under this Agreement can be discharged in whole or in part by a waiver
of that claim or right unless the waiver is supported by consideration and is
in writing and executed by the aggrieved party hereto or its or his duly
authorized agent.  A waiver by any party
hereto of a breach or default by the other party hereto of any provision of
this Agreement shall not be deemed a waiver of any prior or subsequent
compliance therewith, and such provision shall remain in full force and effect.


 


IN WITNESS WHEREOF, this Agreement has been executed
by the Company, by a duly authorized officer, and by the Employee on the date
first above written.


 


	
   

  	
  ARGOSY GAMING COMPANY

  
	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  
	
   

  	
  John J. Jones

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


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