ex10-1.htm


    
      DEFERRED
COMPENSATION AGREEMENT

      (For Non US
Employees)

      


      This Agreement is made effective as of
the ___ day of November, 2008, by and between Century Casinos, Inc., a Delaware
corporation, or any of its subsidiaries (the “Company”), and
________________________________________________________ (the
“Participant”).

      


      RECITALS

      


      
        	
                A.

              	
                Participant
      provides services to the Company as
      ___________________________.

              


      

      


      
        	
                B.

              	
                Participant
      agrees to defer a portion of the Participant’s compensation from the
      Company in return for the immediate grant of stock options from the
      Company and a lump sum payment by the Company of such deferred
      compensation to the Participant at a later
date.

              


      

       

      NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

      


      1.           Deferred
Compensation.  Participant agrees to defer $_____________ of
Participant’s compensation from the Company for each month beginning with
November, 2008 through April, 2009, for a total deferral of
$__________.

      


      2.           Stock Options and Payment of
Deferred Compensation.

      


      
        	
                 
      

              	
                A.

              	
                As
      of the date hereof, Company shall grant Participant options to purchase
      _________ shares of the Company’s common stock (the “Options”) pursuant to
      the Company’s 2005 Equity Incentive Plan. The exercise price of the
      Options shall be the closing price of the common stock on the NASDAQ Stock
      Market on the date hereof.  All Options shall vest on the last
      day of the last month for which Participant deferred his/her compensation.
      The other terms of the Options shall be as set forth in the applicable
      stock option award agreement.

              


      

      


      
        	
                 
      

              	
                B.

              	
                On
      or before June 30, 2009, the Company shall pay Participant any and all
      amounts of compensation actually deferred by Participant during calendar
      year 2008 pursuant to Section 1 above, plus interest calculated at the
      rate of 7% (seven percent) per annum (the “Deferred Compensation
      Benefit”).

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
 

      3.           Change in Control,
Termination and Death.

      


      
        	
                 
      

              	
                A.

              	
                Notwithstanding
      any provision of this Agreement to the contrary, if a Change in Control of
      the Company occurs, the full amount of the Deferred Compensation Benefit
      will be paid to the Participant in a lump sum not later than ten business
      days following the date on which the Change in Control
      occurs.  For the purpose of this Agreement, “Change in Control”
      shall be defined as in the compensation (or employment) agreement between
      the Company and Participant. If there is no such definition in the
      compensation (or employment) agreement between the Company and
      Participant, "Change of Control" shall be defined in accordance with §409A
      of the Code and the other regulations and guidance issued in connection
      with §409A.

              


      

      


      
        	
                 
      

              	
                B.

              	
                If
      Participant is not employed by (or providing services to) the Company
      through the entire deferral period set forth under Section 1, only such
      portion of the Deferred Compensation Benefit actually deferred through the
      Participant’s termination date will be paid by the Company pursuant to
      Section 2. In such case, the amount of Options shall be
      pro-rated.

              


      

      


      
        	
                 
      

              	
                C.

              	
                If
      Participant should die prior to the payment of the Deferred Compensation
      Benefit under Section 2, only such portion of the Deferred Compensation
      Benefit actually deferred through the Participant’s date of death will be
      paid to the Participant’s estate.

              


      

      


      4.           Binding
Effect.  This Agreement shall be binding upon and inure of the
benefit of the parties hereto, their successors and assigns, including
Participant’s heirs, executors, administrators, and legal
representatives.

      


      5.           State
Law.  This Agreement shall be construed in accordance with and
governed by the laws of the State of Colorado.

      


      6.           Amendment.  This
Agreement may be amended or revoked at any time by mutual written agreement of
the Company and Participant.

      


      7.           Non-assignability.  Neither
Participant nor any beneficiary under this Agreement shall have any power or
right to transfer, assign, anticipate, hypothecate, mortgage, commute, modify,
pledge, or otherwise encumber in advance any of the benefits payable hereunder,
nor shall any such benefits be subject to seizure for the payment of any debts,
judgments, alimony, or separate maintenance owed by Participant or his
beneficiary or any of them, or be transferable by operation of law in the event
of bankruptcy, insolvency, or otherwise, other than provided for in the
Company’s 2005 Equity Incentive Plan.

      


      8.           Participation in Retirement
Plans.  Nothing in this Agreement shall affect any right which
Participant may otherwise have to participate in or under any retirement plan or
other agreement which the Company may now or hereafter have.  Nor
shall this Agreement replace any contract of employment, whether oral or
written, between the Company and Participant, but shall be considered a
supplement thereto.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      9.           Future
Employment.  Nothing contained herein shall be construed as
conferring upon Participant the right to continue in the employ of the Company
as an executive or in any other capacity.

      


      10.           Unfunded
Agreement.  The rights of Participant, or Participant’s
beneficiary or estate, to benefits under this Agreement shall be solely those of
an unsecured creditor of the Company.  Any insurance policy or other
assets acquired by or held by the Company in connection with the liabilities
assumed by it pursuant to this Agreement shall not be deemed to be held under
any trust for the benefit of Participant, his beneficiary or his estate, or to
be security for the performance of the obligations of the Company, but shall be
and remain a general, unpledged, and unrestricted asset of the
Company.  The Company’s obligation under this Agreement shall be that
of an unfunded and unsecured promise by the Company to pay money in the
future.  Participant and his beneficiary shall be unsecured general
creditors with respect to any rights hereunder.

      


      11.           Taxes.  The
Company shall deduct from all payments made hereunder all applicable federal or
state taxes required by law to be withheld from such payments.

      


      12.           Administration and
Interpretation.  The Compensation Committee of the Company
shall administer the terms of this Agreement.  The Compensation
Committee shall have final authority as to the interpretation and administration
of this Agreement in a manner that complies with all applicable
regulations.  All interpretations and decisions by the Compensation
Committee shall be final and binding upon Participant and any
beneficiary.

      


      13.           Severability.  The
invalidity of any portion of this Agreement shall not invalidate the remainder
thereof, and such remainder shall continue in full force and
effect.

      


      14.           Integration.  This
Agreement contains the entire agreement between the parties pertaining to the
subject matter addressed in this Agreement and supersedes all other agreements
between the parties with respect to any deferred compensation
arrangements.

      


       

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      IN WITNESS WHEREOF, the parties hereto
have executed this Agreement as of the date set forth in the first paragraph
hereof.

      


      


      Century Casinos, Inc.

      


      By:  ______________________________

      Name:

      Title

      


      


      Participant

      


      __________________________________

      Name: