Exhibit 10(ee)


 


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 JAMES F. DANNHAUSER (the
“Executive”).


 


W I T N E S S E T H:


 


WHEREAS, the
Executive is and has been for more than eight years the Chief Financial 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 Chief Financial 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 Chief Financial Officer of the Company and to
compensate him therefor; and


 


WHEREAS, the
Executive desires to continue to serve as Chief Financial 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 Chief Financial 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 Executive 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 (as
defined herein) or other stock options heretofore or hereafter granted to such
officers or the former Chief Operating Officer.


 


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“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 Chief Financial 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 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


 


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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 Chief Financial 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, $750,000 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) .005560 multiplied by the Budgeted EBITDA
for the applicable year plus (b) .01946 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 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


 


5

















 


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 170,000
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 75,000 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 adjustment to the number of
Common Stock into which the Options are exercisable shall be made to give
proper effect to such event.


 


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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, 175,000 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 25,000 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
29,167 (29,166 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 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


 


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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 29,167 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
8,333 (8,334  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
James F. Dannhauser.  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 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


 


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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;


 


(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


 


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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);


 


(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 for


 


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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:


 


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


 


11

















 


(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 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


 


12

















 


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 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


 


13

















 


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 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


 


14

















 


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, 4 Oval Court, Bronxville, New
York  10708.


 


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.


 


(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.


 


16

















 


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/ James F. Dannhauser

  
	
   

  	
  JAMES F. DANNHAUSER

  	
   

  
				



 


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