Exhibit
10.3


 


EMPLOYMENT
AGREEMENT


 


This
Employment Agreement (the “Agreement”),
dated as of September 7, 2010, is entered into by and between Six Flags
Entertainment Corporation, a Delaware corporation (the “Company”)
and Lance C. Balk (the “Executive”).


 


W I T N E S S E T H:


 


WHEREAS,
the Company and Executive desire that Executive serve as Executive Vice President and General Counsel of
the Company on the terms set forth in this Agreement and to confirm the terms
and conditions of such employment by entering into this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, it is hereby agreed as follows:


 


1.                                       Term of Employment.  The term of Executive’s employment by the
Company pursuant to this Agreement shall commence on September 7, 2010 (the “Effective Date”) and shall terminate in
accordance with Section 4 hereof (such term, the “Term”).


 


2.                                       Position, Duties and Location.


 


(a)                                  Position and Duties. 
Executive shall serve as the Executive
Vice President and General Counsel of the Company.  During the Term, Executive shall have the
duties and responsibilities for the position(s) then held by Executive that are
commensurate with those held by similarly situated executives at similarly situated
companies of similar size, and such other duties and responsibilities assigned
by the Chief Executive Officer that are reasonably consistent with Executive’s
position.  Executive shall report to the
Chief Executive Officer.


 


(b)                                 Attention and Time. 
Executive shall devote substantially all Executive’s business attention
and time to Executive’s duties hereunder and shall use Executive’s reasonable
best efforts to carry out such duties faithfully and efficiently.  During the Term, it shall not be a violation
of this Agreement for Executive to (i) serve on industry, trade, civic or
charitable boards or committees; (ii) deliver lectures or fulfill speaking
engagements; (iii) manage personal investments, as long as such activities do
not materially interfere with the performance of Executive’s duties and
responsibilities as described herein; or (iv) serve as a director of Belden,
Inc. or Tomotherapy, Incorporated. 
Executive shall be permitted to serve on for-profit corporate boards of
directors if approved in advance by the Board. 
Notwithstanding the foregoing, Executive shall use Executive’s best
efforts to resign from any outside positions consistent with Executive’s
obligations with respect to such position if the Board determines in good faith
that such activities interfere in any material respect with the performance of
Executive’s duties and responsibilities for the Company.


 


(c)                                  Location.  Executive’s
principal place of employment shall be located at the Company's offices in
Gurnee, Illinois but Executive shall be required to travel to and render
services at other Company locations, as may reasonably be required by
Executive’s duties hereunder.


 

















 


3.                                       Compensation.


 


(a)                                  Base Salary.  Executive
shall receive a base salary (as applicable, the “Base Salary”) at an annual rate of no less than $500,000. 
Executive’s Base Salary shall be reviewed by the Company in 2012 and at
least annually thereafter for increase. 
Base Salary shall be paid at such times and in such manner as the
Company customarily pays the base salaries of its employees.  In the event that Executive’s Base Salary is
increased by the Board in its discretion at any time during the Term, such
increased amount shall thereafter constitute the Base Salary.


 


(b)                                 Annual Bonus.  During the
Term, Executive shall have a target bonus opportunity (“Target Bonus”) of 75% of Base Salary. 
Notwithstanding the foregoing, for the 2010 performance year,
Executive’s Target Bonus shall be pro rated for the portion of the 2010 fiscal
year this Agreement is in effect.  Any
annual bonus payable to Executive shall be paid during the calendar year
following the calendar year performance year and no later than five days
following the filing of the Company’s Form 10-K for the performance year (or,
if the Company is not required to or does not file a Form 10-K, no later than
five days following the completion of the audit of the applicable performance
year).


 


(c)                                  Equity Awards.  On the
Effective Date, Executive shall be granted restricted stock units in accordance
with the agreement attached as Exhibit A and options in accordance with the
agreement attached as Exhibit B.  In
addition, notwithstanding anything to the contrary in this Agreement, the
Executive shall participate in the Company’s Project 350 Program in accordance
with the terms attached as Exhibit C and shall have a Base Number (as such term
is used under such Program) of 20,000.


 


(d)                                 Other Compensation and Benefits. 
During the Term, Executive shall be entitled to participate in or
receive benefits under any employee benefit programs of the Company (including
life, health and disability programs) that are made available generally to
executive officers of the Company to the extent that Executive complies with
the conditions attendant with coverage under such plans or arrangements.  Nothing contained herein shall be construed
to prevent the Company from modifying or terminating any plan or arrangement
(excluding, as it relates to Executive, the annual bonus program described in
Section 3(b), expense reimbursements described in Section 3(e) and the equity
awards provided hereunder). 
Notwithstanding the foregoing, Executive shall be entitled to four weeks
of paid vacation per calendar year.


 


(e)                                  Expenses.  The
Company shall promptly reimburse Executive in accordance with applicable
Company policy for all reasonable expenses that Executive incurs during
Executive’s employment with the Company in carrying out Executive’s duties
under this Agreement.  Without limitation
on the foregoing, the Company shall (i) reimburse Executive for all reasonable costs
incurred in traveling to Company locations other than Gurnee, including,
without limitation, lodging (hotel or otherwise), meals and transportation in
the Dallas and New York areas, subject to the Company’s reasonable requirements
with respect to reporting and documentation of such expenses, and (ii) fully
gross-up the Executive for tax purposes for any income or employment taxes
imposed upon any reimbursements described in the preceding 


 


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clause,
so that the Executive is in the same tax position Executive would have been if
such reimbursements were provided on a non-taxable basis to the Executive.


 


4.                                       Termination of Employment.  Executive’s employment shall terminate
automatically upon Executive’s death or Disability.  The Company may terminate Executive’s
employment for Cause or without Cause. 
Executive may terminate Executive’s employment with or without Good
Reason.  Upon termination of Executive’s
employment for any reason, the Company shall pay Executive within 10 business
days of Executive’s Date of Termination (except with respect to reimbursements
described in clause (D), which shall be paid within 20 business days of
Executive’s Date of Termination):  (A)
unpaid Base Salary through the Date of Termination, (B) any earned but unpaid
bonus for the prior fiscal year, (C) any benefits due to Executive under any
employee benefit plan of the Company and any payments due to Executive under
the terms of any Company program, arrangement or agreement, including insurance
policies but excluding any severance program or policy and (D) any expenses
owed to Executive, provided Executive properly submits documentation therefor
in accordance with applicable Company policy within 10 business days after the Date
of Termination ((A), (B), (C) and (D) collectively, the “Accrued Amounts”).


 


(a)                                  Death; Disability; Termination For Cause;
Termination without Good Reason.  Upon a
termination of Executive’s employment (i) due to Executive’s death or
Disability, or (ii) by the Company for Cause or by Executive without Good
Reason, Executive (or, in the case of Executive’s death, Executive’s estate
and/or beneficiaries) shall be entitled to Executive’s Accrued Amounts and
Executive shall have no further right or entitlement under this Agreement to
payments arising from termination of Executive’s employment due to death or
Disability, by the Company for Cause or by Executive without Good Reason.  In addition, in the event of the termination
of Executive’s employment due to death or Disability, Executive (or Executive’s
estate) shall be entitled to (i) a pro rata portion (based on the number of
days during the applicable performance year Executive was employed by the
Company) of the annual bonus that would otherwise have been paid to Executive
if Executive’s employment had not so terminated (a “Pro Rata Bonus”), payable at the time described in Section
3(b) and (ii) immediate vesting of all time-vested options, stock appreciation
rights, restricted stock, restricted stock units and other time-vested
equity-based incentive awards then held by Executive (excluding any awards
issued pursuant to the Company’s Project 350 Program) (collectively, “Equity Awards”), with all outstanding
options and stock appreciation rights remaining exercisable for the shorter of
their originally scheduled respective terms and one year following Executive’s
Date of Termination.  Moreover, in the
event of the termination of Executive’s employment due to Disability, Executive
shall be entitled to payment of an amount equal to the product of one (1) and
the sum of Executive’s Base Salary and Target Bonus for the year of
termination, such amount to be paid in a lump sum as soon as practicable after
the Date of Termination but no later than the earliest time permitted under
Section 4(d) and Section 19.


 


(b)                                 Termination Without Cause or for Good Reason
Not Related to a Change in Control.  In the
event that, during the Term, the Company terminates Executive’s employment
without Cause or Executive terminates Executive’s employment for Good Reason
other than as set forth in Section 4(c), Executive shall be entitled to the
Accrued Amounts and, subject to Executive’s compliance with Sections 5, 6 and
7, the following payments and benefits in lieu of 


 


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any
payments or benefits under any severance program or policy of the Company or
its Affiliates:


 


(A)                              payment of a Pro Rata Bonus, payable at the time described in Section
3(b);


 


(B)                                payment of an amount equal to the product of one (1) and the sum of (X)
Executive’s Base Salary (excluding any reductions thereto that serve as the
basis for a termination for Good Reason) and (Y) Target Bonus for the year of
termination, such amount to be paid in a lump sum as soon as practicable after
the Date of Termination but no later than the earliest time permitted under
Section 4(d) and Section 19;


 


(C)                                subject to Executive’s making a timely election pursuant to COBRA,
continued health care coverage for a period of eighteen (18) months commencing
on the Date of Termination or until Executive receives comparable coverage from
a subsequent employer for Executive (and Executive’s eligible dependents, if
any) under the Company’s health plans on the same basis as such coverage is
made available to executives employed by the Company (including, without
limitation, co-pays, deductibles and other required payments and limitations)
with the Company paying the applicable COBRA premium in excess of the amount
paid by active employees for such coverage or otherwise providing such coverage
to Executive for the amount paid by active employees for such coverage and
Executive’s qualifying event for purposes of COBRA shall be treated as
occurring at the Date of Termination;


 


(D)                               immediate vesting of the unvested Equity Awards that are scheduled to
vest in the twelve (12) month period following Executive’s Date of Termination,
with all vested options and stock appreciation rights remaining exercisable for
the shorter of their originally scheduled respective terms and one year
following Executive’s Date of Termination; and


 


(E)                                 executive outplacement services as reasonably determined by the Company.


 


(c)                                  Termination Without Cause or for Good Reason
Related to a Change in Control.  In the
event that, during the Term on or within two years after or in anticipation of
a Change in Control, the Company terminates Executive’s employment without
Cause or Executive terminates Executive’s employment for Good Reason other than
as set forth in Section 4(b), Executive shall be entitled to the Accrued
Amounts and, subject to Executive’s compliance with Sections 5, 6 and 7, the
following payments and benefits in lieu of any payments or benefits under any
severance program or policy of the Company or its Affiliates:


 


(A)                              payment of a Pro Rata Bonus, payable at the time described in Section
3(b);


 


(B)                                payment of an amount equal to the product of two (2) and the sum of (X)
Executive’s Base Salary (excluding any reductions thereto that serve as the
basis for a termination for Good Reason) and (Y) Target Bonus for the year of
termination, 


 


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such
amount to be paid in a lump sum as soon as practicable after the Date of
Termination but no later than the earliest time permitted under Section 4(d)
and Section 19;


 


(C)                                subject to Executive’s making a timely election pursuant to COBRA,
continued health care coverage for a period of eighteen (18) months commencing
on the Date of Termination or until Executive receives comparable coverage from
a subsequent employer for Executive (and Executive’s eligible dependents, if
any) under the Company’s health plans on the same basis as such coverage is
made available to executives employed by the Company (including, without
limitation, co-pays, deductibles and other required payments and limitations)
with the Company paying the applicable COBRA premium in excess of the amount
paid by active employees for such coverage or otherwise providing such coverage
to Executive for the amount paid by active employees for such coverage and
Executive’s qualifying event for purposes of COBRA shall be treated as
occurring at the Date of Termination;


 


(D)                               all of the Equity Awards shall fully vest; and


 


(E)                                 executive outplacement services as reasonably determined by the Company.


 


(d)                                 Release.  As a
condition to receiving the payments and benefits set forth in Section 4(b) or
Section 4(c), Executive shall be required, within 60 days of Executive’s Date
of Termination (including, without limitation, a Date of Termination that
occurs after the expiration of the Term), to execute, deliver and not revoke
(with any applicable revocation period having expired) a general release of
claims in a form attached hereto as Exhibit D. 
To the extent required by Section 19, any payments or benefits that
would otherwise have been made during such 60-day period shall not be made and
shall be accumulated and paid in a single lump sum on the expiration of such
60-day period.


 


(e)                                  Full Discharge.  The
amounts payable to Executive under this Section following termination of
Executive’s employment shall be in full and complete satisfaction of
Executive’s rights under this Agreement and any other claims Executive may have
in respect of Executive’s employment by the Company or any of its subsidiaries,
and Executive acknowledges that such amounts are fair and reasonable, and
Executive’s sole and exclusive remedy, in lieu of all other remedies at law or
in equity, with respect to the termination of Executive’s employment hereunder
or breach of this Agreement.  Nothing
contained in this sub-section shall serve as a bar to any claim that would not
have been released if Executive executed the release attached as Exhibit D upon
Executive’s Date of Termination, whether or not such release is required to be
executed in connection with such termination.


 


(f)                                    Definitions.  For
purposes of this Agreement, the following definitions shall apply:


 


(i)                                     “Adjusted EBITDA” means the
Company’s consolidated income (loss) from continuing operations:  (i) excluding the cumulative effect of
changes in accounting principles, fresh start accounting valuation adjustments,
discontinued 


 


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operations,
income tax expense or benefit, reorganization items, restructuring expenses, other
income or expense, gain or loss on early extinguishment of debt, equity in
operations of partnerships, interest expense (net), amortization, depreciation,
stock-based compensation, gain or loss on disposal of assets, interests of
third parties in the Adjusted EBITDA of properties that are less than wholly
owned (currently consisting of Six Flags Over Georgia, Six Flags Over Texas,
Six Flags White Water Atlanta and Six Flags Great Escape Lodge & Indoor
Waterpark), and (ii) plus the Company’s share of the Adjusted EBITDA of dick
clark productions, inc.  The Committee
shall equitably adjust Adjusted EBITDA to exclude the impact of equity puts by
partnership parks, acquisitions and dispositions and other one-time or extraordinary
events.


 


(ii)                                  “Affiliate” shall mean a
person or other entity that directly or indirectly controls, is controlled by,
or is under common control with the Company.


 


(iii)                               “Board” shall mean the Board
of Directors of the Company.  The duties
and responsibilities of the Board hereunder may be exercised by a committee of
the Board, which shall be considered to be the “Board” for purposes hereof.


 


(iv)                              “Cause” shall mean:  (A) Executive’s continued failure (except
where due to physical or mental incapacity) to endeavor in good faith to substantially
perform Executive’s duties hereunder after written notice from the Company
requesting such performance and specifying Executive’s alleged non-compliance;
(B) Executive’s material malfeasance or gross neglect in the performance of
Executive’s duties hereunder; (C) Executive’s conviction of, or plea of guilty
or nolo contendere to, a misdemeanor
involving moral turpitude or a felony; (D) the commission by Executive of an
act of fraud or embezzlement against the Company or any Affiliate constituting
a crime; (E) Executive’s material breach of any material provision of this
Agreement (as determined in good faith by the Board) that is not remedied
within fifteen (15) days after (I) written notice from the Company specifying
such breach and (II) the opportunity to appear before the Board; (F)
Executive’s material violation of a material Company policy that causes
demonstrable damage to the Company, which damage is not insignificant; (G)
Executive’s continued failure to cooperate in any audit or investigation
involving the Company or its Affiliates or its or their financial statements or
business practices that is not remedied within fifteen (15) days of written
notice from the Company specifying such failure; or (H) Executive’s actual
gross misconduct that the Board determines in good faith adversely and
materially affects the business or reputation of the Company and its
Subsidiaries taken as a whole; provided that in any dispute pursuant to Section
10 regarding whether “Cause” exists under this clause (H), the arbitrator shall
make a de novo review of whether Executive’s actual gross misconduct adversely
and materially affected the business or reputation of the Company and its
Subsidiaries taken as a whole, it being understood that Executive’s termination
shall be determined by the arbitrator to have been by the Company without Cause
under this clause (H) if either (a) Executive did not actually engage in gross
misconduct or (b) such gross misconduct did not in fact have an adverse and
material effect on the business or reputation of the Company and its
Subsidiaries taken as a whole


 


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(v)                                 “Change in Control” shall
mean:  (A) any “person” (as such term is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), but
excluding (x) any employee benefit plan of the Company, (y) any Permitted
Holder or (z) any acquisitions pursuant to a transaction described in clause
(D) below, that does not constitute a Change in Control), is or becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,
except that a person shall be deemed to have “beneficial ownership” of all
shares that any such person has the right to acquire, whether such right is
exercisable immediately or only through the passage of time), directly or
indirectly, of more than thirty-five percent (35%) of the voting stock of the
Company; (B) at any time, the Continuing Directors (as defined below) cease for
any reason to constitute at least a majority of the Board; (C) a direct or
indirect sale or other transfer of all or substantially all of the assets of
the Company and its Subsidiaries, taken as a whole, or (D) consummation of any
merger, consolidation or like business combination or reorganization of the
Company that results in the voting securities of the Company outstanding
immediately prior to the consummation of such merger, consolidation or like
business combination or reorganization not representing (either by remaining outstanding
or by being converted into voting securities of the applicable surviving or
other entity) more than fifty percent (50%) of the combined voting power of the
voting securities of the Company (or its successor) (or the ultimate parent
company thereof) outstanding immediately after such merger, consolidation or
like business combination or reorganization. 
Only one (1) Change in Control may occur during the Term.


 


(vi)                              “Continuing Directors” shall
mean, as of any date of determination, any member of the Board who (i) was a
member of the Board on the date of this Agreement or (ii) was nominated for
election or elected to the Board with the approval of a majority of the
Continuing Directors who were members of the Board at the time of such
nomination or election.


 


(vii)                           “Date of Termination” / “Notice
of Termination.”  Any
termination of Executive’s employment by the Company or by Executive under this
Section 4 (other than termination due to death) shall be communicated by a
written notice to the other party hereto indicating the specific termination
provision in this Agreement relied upon, setting forth in reasonable detail the
facts and circumstances claimed to provide a basis for termination of
Executive’s employment under the provision so indicated, and specifying a “Date
of Termination” (a “Notice of Termination”)
which, if submitted by Executive, shall be at least thirty (30) days following
the date of such notice.  A Notice of
Termination submitted by the Company may provide for a “Date of Termination” on
the date Executive receives the Notice of Termination, or any date thereafter
elected by the Company in its sole discretion not to exceed thirty (30) days
following the date of such notice.  The
failure by Executive or the Company to set forth in the Notice of Termination
any fact or circumstance which contributes to a showing of Cause or Good Reason
shall not waive any right of Executive or the Company hereunder or preclude
Executive or the Company thereafter from asserting such fact or circumstance
within a period of six months from the Date of Termination in order to enforce
Executive’s or the Company’s otherwise applicable rights hereunder.


 


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(viii)                        “Disability” shall mean the
Executive’s inability due to a mental or physical impairment to substantially
perform Executive’s duties for the Company for 90 consecutive days or 180 days
in any two-year period.


 


(ix)                                “Good Reason” shall mean the
occurrence, without Executive’s express written consent, of:  (A) a material diminution in Executive’s
employment duties, responsibilities or authority, or the assignment to
Executive of duties that are materially inconsistent with Executive’s position;
(B) any reduction in Base Salary or any reduction in Executive’s Target Bonus
(as expressed as a percentage of Base Salary); or (C) any material breach by
the Company of Section 3 or Section 9 of this Agreement; provided that
Executive may terminate for Good Reason only if (I) within 90 days of the date
Executive has actual knowledge of the occurrence of an event of Good Reason,
Executive provides written notice of the Company specifying such event, (II)
the Company does not cure such event within 10 business days of such notice if
the event is nonpayment of an amount due to Executive or within 60 days of such
notice for other events and (III) Executive terminates Executive’s employment
within 30 business days of the end of such cure period.


 


(x)                                   “Permitted Holders” shall
mean each person or entity (and any affiliate of such person) beneficially
owning more than 10% of the Company’s voting stock on the Effective Date.


 


(xi)                                “Subsidiary” of the Company
shall mean any corporation of which the Company owns, directly or indirectly,
more than fifty percent (50%) of the voting stock.


 


(g)                                 Other Positions.  Executive
shall immediately resign, and shall be deemed to have immediately resigned
without the requirement of any additional action, from any and all position
Executive holds with the Company and its Affiliates on Executive’s Date of
Termination.


 


(h)                                 Breach of Payment Obligation.  If
the Company fails (other than pursuant to Section 18) to pay any amount due to
Executive (or Executive’s estate) pursuant to this Section 4 as a result of
Executive’s termination of employment within the fifteen (15) day period
following written notice by Executive (it being understood and agreed that such
notice may not be given until any such material payment has not been paid for
at least 15 days following its scheduled payment date), the restrictions
imposed by Section 7(a)(i) and (ii) shall immediately terminate.


 


5.                                       Confidentiality of Trade Secrets and Business Information.  Executive agrees that Executive
shall not, at any time during Executive’s employment with the Company or
thereafter, disclose or use any trade secret, proprietary or confidential
information of the Company or any Subsidiary of the Company (collectively, “Confidential Information”), obtained by
Executive during the course of such employment, except for (i) disclosures and
uses required in the course of such employment or with the written permission
of the Company, (ii) disclosures with respect to any litigation, arbitration or
mediation involving this Agreement, including but not limited to, the
enforcement of Executive’s rights under this Agreement, or (iii) as may be
required by law or 


 


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by any court, arbitrator,
mediator or administrative or legislative body (including any committee
thereof) with apparent jurisdiction to order such disclosure; provided that,
if, in any circumstance described in clause (iii), Executive receives notice
that any third party shall seek to compel Executive by process of law to
disclose any Confidential Information, Executive shall promptly notify the
Company and provide reasonable cooperation to the Company (at the Company’s
sole expense) in seeking a protective order against such disclosure.  Notwithstanding the foregoing, “Confidential
Information” shall not include information that is or becomes publicly known
outside the Company or any of its subsidiaries other than due to a breach of
Executive’s obligations under this paragraph.


 


6.                                       Return of Information.  Executive agrees that at the time of any
termination of Executive’s employment with the Company or expiration of the
Term, whether at the instance of Executive or the Company, and regardless of
the reasons therefore, Executive shall deliver to the Company (at the Company’s
expense), any and all notes, files, memoranda, papers and, in general, any and
all physical (including electronic) matter containing Confidential Information
that are in Executive’s possession or under Executive’s control, except as
otherwise consented in writing by the Company at the time of such termination.  The foregoing shall not prevent Executive
from retaining copies of personal diaries, personal notes, personal address
books, personal calendars, and any other personal information (including,
without limitation, information relating to Executive’s compensation), but only
to the extent such copies do not contain any Confidential Information other
than that which relates directly to Executive, including Executive’s
compensation.


 


7.                                       Noncompetition, Noninterference, Nondisparagement and Cooperation.


 


(a)                                  General.  In consideration
for the compensation payable to Executive under this Agreement, Executive
agrees that Executive shall not, other than in carrying out Executive’s duties
hereunder, directly or indirectly, do any of the following (i) during
Executive’s employment with the Company and its Subsidiaries and for a period
of one (1) year after any termination of such employment, render services in
any capacity (including as an employee, director, member, consultant, partner,
investor or independent contractor) to a Competitor, (ii) during Executive’s
employment with the Company and its Subsidiaries and for a period of one (1)
year after any termination of such employment, attempt to, or assist any other
person in attempting to, employ, engage, retain or partner with, any person who
is then, or at any time during the ninety (90) day-period prior thereto was, a
director, officer or other executive of the Company or a Subsidiary, or
encourage any such person or any consultant, agent or independent contractor of
the Company or any Subsidiary to terminate or adversely alter or modify such
relationship with the Company or any Subsidiary, provided that this section
(ii) shall not be violated by general advertising, general internet postings or
other general solicitation in the ordinary course not specifically targeted at
such persons, nor (iii) during Executive’s employment with the Company and its
Subsidiaries and for a period of one (1) year after any termination of
employment, solicit any then current customer (excluding any patrons of the
Company’s amusement parks) or business partner of the Company or any Subsidiary
to terminate, alter or modify its relationship with the Company or the
Subsidiary or to interfere with the Company’s or any Subsidiary’s relationships
with any of its customers or business partners. 
During the Term and for one (1) year thereafter, Executive agrees not to
make any public statement that is intended to or would reasonably be expected
to disparage the Company, its 


 


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Affiliates or its or
their directors, officers, employees, businesses or products other than as
required in the good faith discharge of Executive’s duties hereunder.  During the Term and for one (1) year
thereafter, the Company (including directors and officers of the Company in
their capacity as such) agrees that it shall not make any public statement that
is intended to or would reasonably be expected to disparage Executive.  At the request of Executive, the Company
shall direct its directors and officers to not make any statements that would
violate this Section 7(a) if they were made by the Company and shall use its
commercially reasonable efforts to enforce such direction.  Notwithstanding the foregoing, nothing in
this Section shall prevent any person from (A) responding publicly to any
incorrect, disparaging or derogatory public statement made by or on behalf of
the other party to the extent reasonably necessary to correct or refute such
public statement or (B) making any truthful statement to the extent required by
law.


 


(b)           Cooperation.  Executive
agrees to cooperate, in a reasonable manner and at the expense of the Company,
with the Company and its attorneys, both during and after the termination of
Executive’s employment, in connection with any litigation or other proceeding
arising out of or relating to matters in which Executive was involved prior to
the termination of Executive’s employment so long as such cooperation does not
materially interfere with Executive’s employment or consulting.  In the event that such cooperation is
required after the termination of the Executive’s employment with the Company
and its Subsidiaries, the Company shall pay the Executive at the rate of $4,000
per day and out-of-pocket expenses approved in advance by the Company after
presentation by the Executive of reasonable documentation related thereto.


 


(c)           Definition.  For
purposes of this Agreement, “Competitor” shall mean any business or enterprise in the theme
park business, which shall include, without limitation, amusement and water
parks.  Notwithstanding the foregoing,
Executive’s provision of services to an Affiliate or unit of a Competitor that
is not directly engaged in the theme park business shall not be a violation of
the restrictions of this Section 7 so long as Executive does not provide
material services in respect of the theme park business and does not have
material direct or indirect managerial or oversight responsibility or authority
for the theme park business.  Nothing
contained herein shall prevent Executive from acquiring, solely as an
investment, any publicly-traded securities of any person so long as Executive
remains a passive investor in such person and does not own more than one
percent (1%) of the outstanding securities thereof.


 


8.             Enforcement.  Executive acknowledges and agrees that:  (i) the purpose of the covenants set forth in
Sections 5 through 7 above (the “Restrictive Covenants”)
is to protect the goodwill, trade secrets and other confidential information of
the Company; (ii) because of the nature of the business in which the Company is
engaged and because of the nature of the Confidential Information to which
Executive has access, it would be impractical and excessively difficult to
determine the actual damages of the Company in the event Executive breached any
such covenants; and (iii) remedies at law (such as monetary damages) for any
breach of Executive’s obligations under the Restrictive Covenants would be
inadequate.  Executive therefore agrees
and consents that if Executive commits any breach of a Restrictive Covenant,
the Company shall have the right (in addition to, and not in lieu of, any other
right or remedy that may be available to it) to temporary and permanent
injunctive relief from a court of competent jurisdiction, without posting any
bond or other security and without the necessity of proof of actual
damage.  If any portion of the
Restrictive Covenants is hereafter determined to be invalid 


 


10

















 


or unenforceable in any respect, such determination
shall not affect the remainder thereof, which shall be given the maximum effect
possible and shall be fully enforced, without regard to the invalid
portions.  In particular, without limiting
the generality of the foregoing, if the covenants set forth in Section 7 are
found by a court or an arbitrator to be unreasonable, Executive and the Company
agree that the maximum period, scope or geographical area that is found to be
reasonable shall be substituted for the stated period, scope or area, and that
the court or arbitrator shall revise the restrictions contained herein to cover
the maximum period, scope and area permitted by law.  If any of the Restrictive Covenants are
determined to be wholly or partially unenforceable in any jurisdiction, such
determination shall not be a bar to or in any way diminish the Company’s right
to enforce any such covenant in any other jurisdiction.


 


9.             Indemnification.


 


(a)           The Company agrees that if Executive is made a
party to, is threatened to be made a party to, receives any legal process in,
or receives any discovery request or request for information in connection
with, any action, suit or proceeding, whether civil, criminal, administrative
or investigative, excluding any action instituted by Executive, any action
related to any actual violation of Section 16 of the Exchange Act by Executive
or any action brought by the Company for compensation or damages related to
Executive’s breach of this Agreement (a “Proceeding”), by reason of the fact that Executive was a
director, officer, employee, consultant or agent of the Company, or was serving
at the request of, or on behalf of, the Company as a director, officer, member,
employee, consultant or agent of another corporation, limited liability
corporation, partnership, joint venture, trust or other entity, including
service with respect to employee benefit plans, whether or not the basis of
such Proceeding is Executive’s alleged action in an official capacity while
serving as a director, officer, member, employee, consultant or agent of the
Company or other entity, Executive shall be indemnified and held harmless by
the Company to the fullest extent permitted or authorized by the Company’s
certificate of incorporation or by-laws or, if greater, by applicable law,
against any and all costs, expenses, liabilities and losses (including, without
limitation, attorneys’ fees reasonably incurred, judgments, fines, taxes or
penalties and amounts paid or to be paid in settlement and any reasonable cost
and fees incurred in enforcing Executive’s rights to indemnification or
contribution) incurred or suffered by Executive in connection therewith, and
such indemnification shall continue as to Executive even though Executive has
ceased to be a director, officer, member, employee, consultant or agent of the
Company or other entity and shall inure to the benefit of Executive’s heirs,
executors and administrators.  The
Company shall reimburse Executive for all costs and expenses (including,
without limitation, reasonable attorneys’ fees) incurred by Executive in
connection with any Proceeding within twenty (20) business days after receipt
by the Company of a written request for such reimbursement and appropriate
documentation associated with these expenses. 
Such request shall include an undertaking by Executive to repay the
amount of such advance if it shall ultimately be determined that Executive is
not entitled to be indemnified against such costs and expenses; provided that
the amount of such obligation to repay shall be limited to the after-tax amount
of any such advance except to the extent Executive is able to offset such taxes
incurred on the advance by the tax benefit, if any, attributable to a deduction
for repayment.


 


(b)           Neither the failure of the Company (including
its board, independent legal counsel or stockholders) to have made a
determination prior to the commencement of any 


 


11

















 


proceeding concerning
payment of amounts claimed by Executive under Section 9(a) above that
indemnification of Executive is proper because Executive has met the applicable
standard of conduct, nor a determination by the Company (including its board,
independent legal counsel or stockholders) that Executive has not met such
applicable standard of conduct, shall create a presumption or inference that
Executive has not met the applicable standard of conduct.


 


(c)           The Company agrees to continue and maintain a
directors’ and officers’ liability insurance policy covering Executive at a
level, and on terms and conditions, no less favorable to Executive than the
coverage the Company provides other similarly-situated executives for six years
after Executive’s Date of Termination or such longer statute of limitation
period.


 


(d)           Nothing in this Section 9 shall be construed
as reducing or waiving any right to indemnification, or advancement of
expenses, Executive would otherwise have under the Company’s certificate of
incorporation or by-laws or under applicable law.


 


10.           Arbitration.  Subject to Section 8, in the event that any
dispute arises between the Company and Executive regarding or relating to this
Agreement and/or any aspect of Executive’s employment relationship with the
Company, the parties consent to resolve such dispute through mandatory arbitration
under the Commercial Rules of the American Arbitration Association (“AAA”), before a single
arbitrator in Chicago IL.  The parties
hereby consent to the entry of judgment upon award rendered by the arbitrator
in any court of competent jurisdiction. 
Notwithstanding the foregoing, however, should adequate grounds exist
for seeking immediate injunctive or immediate equitable relief, any party may
seek and obtain such relief.  The parties
hereby consent to the exclusive jurisdiction of the state and Federal courts of
or in the State of New York for purposes of seeking such injunctive or
equitable relief as set forth above. 
Out-of-pocket costs and expense reasonably incurred by Executive in
connection with such arbitration (including attorneys’ fees) shall be paid by
the Company with respect to each claim on which the arbitrator determines
Executive prevails.


 


11.           Mutual Representations.


 


(a)           Executive acknowledges that before signing
this Agreement, Executive was given the opportunity to read it, evaluate it and
discuss it with Executive’s personal advisors. 
Executive further acknowledges that the Company has not provided
Executive with any legal advice regarding this Agreement.


 


(b)           Executive represents and warrants to the
Company that the execution and delivery of this Agreement and the fulfillment
of the terms hereof (i) shall not constitute a default under, or conflict with,
any agreement or other instrument to which Executive is a party or by which
Executive is bound and (ii) as to Executive’s execution and delivery of this
Agreement do not require the consent of any other person.


 


(c)           The Company represents and warrants to
Executive that (i) the execution, delivery and performance of this Agreement by
the Company has been fully and validly authorized by all necessary corporate
action, (ii) the person signing this Agreement on behalf of the Company is duly
authorized to do so, (iii) the execution, delivery and performance of this 


 


12

















 


Agreement does not
violate any applicable law, regulation, order, judgment or decree or any
agreement, plan or corporate governance document to which the Company is a
party or by which it is bound and (iv) upon execution and delivery of this
Agreement by the parties, it shall be a valid and binding obligation of the
Company enforceable against it in accordance with its terms, except to the
extent that enforceability may be limited by applicable bankruptcy, insolvency
or similar laws affecting the enforcement of creditors’ rights generally.


 


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


 


12.           Notices.  All notices and other communications required
or permitted hereunder shall be in writing and shall be deemed given when
delivered (i) personally, (ii) by registered or certified mail, postage prepaid
with return receipt requested, (iii) by facsimile with evidence of completed transmission,
or (iv) delivered by overnight courier to the party concerned at the address
indicated below or to such changed address as such party may subsequently give
such notice of:


 


	
  If
  to the Company:

  	
  Six Flags Entertainment
  Corporation.

  924 Avenue J East

  Grand Prairie, Texas 75050

  Phone:  (972) 595-5000

  
	
   

  	
   

  
	
   

  	
  Attention:  Senior Vice President Administration

  Fax:  (972) 595-5175

  
	
   

  	
   

  
	
  If
  to Executive:

  	
  At the Executive’s last
  residence shown on the records of the Company

  



 


13.           Assignment and Successors.  This Agreement is personal in its nature and
none of the parties hereto shall, without the consent of the others, assign or
transfer this Agreement or any rights or obligations hereunder; provided,
however, that in the event of a merger, consolidation, or transfer or sale of
all or substantially all of the assets of the Company with or to any other
individual(s) or entity, this Agreement shall, subject to the provisions
hereof, be binding upon and inure to the benefit of such successor and such
successor shall discharge and perform all the promises, covenants, duties, and
obligations of the Company hereunder, and such transferee or successor shall be
required to assume such obligations by contract (unless such assumption occurs
by operation of law).  Anything herein to
the contrary notwithstanding, Executive shall be entitled to select (and
change, to the extent permitted under any applicable law) a beneficiary or
beneficiaries to receive any compensation or benefit payable hereunder
following Executive’s death or judicially determined incompetence by giving the
Company written notice thereof.  In the
event of Executive’s death or a judicial determination of Executive’s
incompetence, reference in this Agreement to Executive shall be deemed, where
appropriate, to refer to Executive’s beneficiary, estate or other legal
representative.


 


14.           Governing Law; Amendment.  This Agreement shall be governed by and
construed in accordance with the laws of Delaware, without reference to
principles of conflict of 


 


13

















 


laws.  This
Agreement may not be amended or modified except by a written agreement executed
by Executive and the Company or their respective successors and legal
representatives.


 


15.           Severability.  The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement. 
If any provision of this Agreement shall be held invalid or unenforceable
in part, the remaining portion of such provision, together with all other
provisions of this Agreement, shall remain valid and enforceable and continue
in full force and effect to the fullest extent consistent with law.


 


16.           Tax Withholding.  Notwithstanding any other provision of this
Agreement, the Company may withhold from amounts payable under this Agreement
all federal, state, local and foreign taxes that are required to be withheld by
applicable laws or regulations.


 


17.           No Waiver.  Executive’s or the Company’s failure to
insist upon strict compliance with any provision of, or to assert any right
under, this Agreement shall not be deemed to be a waiver of such provision or
right or of any other provision of or right under this Agreement.  Any provision of this Agreement may be waived
by the parties hereto; provided that any waiver by any person of any provision
of this Agreement shall be effective only if in writing and signed by each
party and such waiver must specifically refer to this Agreement and to the
terms or provisions being modified or waived.


 


18.           No Mitigation.  In no event shall Executive be obligated to
seek other employment or take other action by way of mitigation of the amounts
payable to Executive under any of the provisions of this Agreement and, except
as set forth herein, such amounts shall not be subject to offset or otherwise
reduced whether or not Executive obtains other employment.  The Company’s obligation to make any payment
pursuant to, and otherwise to perform its obligations under, this Agreement
shall not be affected by any offset, counterclaim or other right that the
Company have against Executive for any reason; provided that the Company may
cease making the payments or providing the benefits, in each case, under
Section 4 if Executive materially violates the provisions of Sections 5, 6 and
7 and, if curable, does not cure such violation within fifteen (15) days after
written notice from the Company.


 


19.           Section 409A.  This Agreement is intended to satisfy the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)
with respect to amounts, if any, subject thereto and shall be interpreted and
construed and shall be performed by the parties consistent with such
intent.  To the extent Executive would
otherwise be entitled to any payment under this Agreement, or any plan or
arrangement of the Company or its Affiliates, that constitutes a “deferral of
compensation” subject to Section 409A and that if paid during the six (6)
months beginning on the Date of Termination of Executive’s employment would be
subject to the Section 409A additional tax because Executive is a “specified
employee” (within the meaning of Section 409A and as determined by the
Company), the payment will be paid to Executive on the earlier of the six (6)
month anniversary of Executive’s Date of Termination or death.  To the extent Executive would otherwise be
entitled to any benefit (other than a payment) during the six (6) months
beginning on termination of Executive’s employment that would be subject to the
Section 409A additional tax, the benefit will be delayed and will begin being
provided on the earlier of the first day following the six (6) month
anniversary of Executive’s 


 


14

















 


Date of Termination or death.  Any payment or benefit due upon a termination
of employment that represents a “deferral of compensation” within the meaning
of Section 409A shall be paid or provided only upon a “separation from service”
as defined in Treasury Regulation § 1.409A-1(h).  Each payment made under this Agreement shall
be deemed to be a separate payment for purposes of Section 409A.  Amounts payable under this Agreement shall be
deemed not to be a “deferral of compensation” subject to Section 409A to the
extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“Short-Term Deferrals”)
and (b)(9) (“Separation Pay Plans,” including the exception under subparagraph (iii)) and other applicable
provisions of Treasury Regulation § 1.409A-1 through A-6.  Notwithstanding anything to the contrary in
this Agreement or elsewhere, any payment or benefit under this Agreement or
otherwise that is exempt from Section 409A pursuant to Treasury Regulation §
1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind
benefits) shall be paid or provided only to the extent that the expenses are
not incurred, or the benefits are not provided, beyond the last day of the
second calendar year following the calendar year in which Executive’s
“separation from service” occurs; and provided further that such expenses are
reimbursed no later than the last day of the third calendar year following the
calendar year in which Executive’s “separation from service” occurs.  To the extent any expense reimbursement
(including without limitation any reimbursement of interest or penalties
related to taxes) or the provision of any in-kind benefit is determined to be
subject to Section 409A (and not exempt pursuant to the prior sentence or
otherwise), the amount of any such expenses eligible for reimbursement, or the
provision of any in-kind benefit, in one calendar year shall not affect the
expenses eligible for reimbursement in any other calendar year (except for any
life-time or other aggregate limitation applicable to medical expenses), in no
event shall any expenses be reimbursed after the last day of the calendar year
following the calendar year in which Executive incurred such expenses, and in
no event shall any right to reimbursement or the provision of any in-kind
benefit be subject to liquidation or exchange for another benefit.


 


20.           Headings.  The Section headings contained in this
Agreement are for convenience only and in no manner shall be construed as part
of this Agreement.


 


21.           Entire Agreement.  This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and shall
supersede all prior agreements, whether written or oral, with respect
thereto.  In the event of any
inconsistency between the terms of this Agreement and the terms of any other
Company plan, policy, equity grant, arrangement or agreement with Executive,
the provisions most favorable to Executive shall govern.


 


22.           Duration of Terms.  The respective rights and obligations of the
parties hereunder shall survive any termination of Executive’s employment to
the extent necessary to give effect to such rights and obligations.


 


23.           Counterparts.  This Agreement may be executed simultaneously
in two or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.


 


24.           Certain Change in Control Payments.  Notwithstanding any provision of this
Agreement to the contrary, if any payments or benefits Executive would receive
from the Company under this Agreement or otherwise in connection with the
Change in Control (the 


 


15

















 


“Total Payments”) (a) constitute “parachute payments” within the meaning of Section 280G
of the Code, and (b) but for this Section 24, would be subject to the excise
tax imposed by Section 4999 of the Code, then Executive will be entitled to
receive either (i) the full amount of the Total Payments or (ii) a portion of
the Total Payments having a value equal to $1 less than three (3) times such
individual’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of
the Code), whichever of (i) and (ii), after taking into account applicable
federal, state, and local income taxes and the excise tax imposed by Section
4999 of the Code, results in the receipt by such employee on an after-tax
basis, of the greatest portion of the Total Payments.  Any determination required under this Section
24 shall be made in writing by the accountant or tax counsel selected by the
Executive.  If there is a reduction pursuant
to this Section 24 of the Total Payments to be delivered to the applicable
Executive and to the extent that an ordering of the reduction other than by the
Executive is required by Section 19 or other tax requirements, the payment
reduction contemplated by the preceding sentence shall be implemented by
determining the “Parachute Payment Ratio” (as defined below) for each
“parachute payment” and then reducing the “parachute payments” in order
beginning with the “parachute payment” with the highest Parachute Payment
Ratio.  For “parachute payments” with the
same Parachute Payment Ratio, such “parachute payments” shall be reduced based
on the time of payment of such “parachute payments,” with amounts having later
payment dates being reduced first.  For
“parachute payments” with the same Parachute Payment Ratio and the same time of
payment, such “parachute payments” shall be reduced on a pro rata basis (but
not below zero) prior to reducing “parachute payments” with a lower Parachute
Payment Ratio.  For purposes hereof, the
term “Parachute Payment Ratio” shall mean a fraction the numerator of which is
the value of the applicable “parachute payment” for purposes of Section 280G of
the Code and the denominator of which is the actual present value of such payment.


 


16

















 


IN
WITNESS WHEREOF, Executive and the Company have caused this Agreement to be
executed as of the date first above written.


 


	
   

  	
  SIX
  FLAGS ENTERTAINMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James Reid-Anderson

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Lance C. Balk

  
	
   

  	
  Lance C. Balk

  



 






 












 


EXHIBIT A


RESTRICTED STOCK UNIT AGREEMENT


PURSUANT TO THE


SIX FLAGS ENTERTAINMENT
CORPORATION LONG-TERM INCENTIVE PLAN


 


*  *  * 
*  *


 


Participant:
Lance C. Balk


 


Grant
Date: September 7, 2010


 


Number
of Restricted Stock Units Granted: 20,000


 


*  *  *  *  *


 


THIS
RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant
Date specified above, is entered into by and between Six Flags Entertainment
Corporation, a corporation organized in the State of Delaware (the “Company”),
and the Participant specified above, pursuant to the Six Flags Entertainment
Corporation Long-Term Incentive Plan, as in effect and as amended from time to
time (the “Plan”), which is administered by the Committee;


 


WHEREAS,
it has been determined under the Plan that it would be in the best interests of
the Company to grant the Restricted Stock Units (“RSUs”) provided herein to the
Participant; and


 


WHEREAS,
the Executive and the Company are party to an Employment Agreement dated September
7, 2010 (the “Employment Agreement”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter
set forth and for other good and valuable consideration, the parties hereto
hereby mutually covenant and agree as follows:


 


1.             Incorporation By Reference; Plan
Document Receipt.  This
Agreement is subject in all respects to the terms and provisions of the Plan
(including, without limitation, any amendments thereto adopted at any time and
from time to time unless such amendments are expressly intended not to apply to
the Award provided hereunder), all of which terms and provisions are made a
part of and incorporated in this Agreement as if they were each expressly set
forth herein.  Any capitalized term not
defined in this Agreement shall have the same meaning as is ascribed thereto in
the Plan.  The Participant hereby
acknowledges receipt of a true copy of the Plan and that the Participant has
read the Plan carefully and fully understands its content.  In the event of any conflict between the
terms of this Agreement and the terms of the Plan, the terms of the Plan shall
control.


 


2.             Grant of Restricted Stock Unit
Award.  The Company
hereby grants to the Participant, as of the Grant Date specified above, the
number of RSUs specified above. Each RSU corresponds to one share of Company
Stock.  Except as otherwise provided by
the Plan, the Participant agrees and understands that nothing contained in this
Agreement provides, or is


 

















 


intended
to provide, the Participant with any protection against potential future
dilution of the Participant’s interest in the Company for any reason, and no
adjustments shall be made for dividends in cash or other property,
distributions or other rights in respect of the shares of Company Stock
underlying the RSUs, except as otherwise specifically provided for in the Plan
or this Agreement.


 


3.             Vesting.


 


(a)           Subject to the applicable
provisions of Section 4 of the Employment Agreement, the RSUs subject to
this Award shall become vested as follows, provided that the Participant has
not incurred a termination of employment with the Company and its Subsidiaries
prior to each such vesting date:


 


	
  Vesting Date

  	
   

  	
  Number of RSUs

  	
   

  
	
  First anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  
	
  Second anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  
	
  Third anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  
	
  Fourth anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  



 


There
shall be no proportionate or partial vesting in the periods prior to each
vesting date and all vesting shall occur only on the appropriate vesting date,
subject to the Participant’s continued service with the Company or any of its
Subsidiaries on each applicable vesting date.


 


(b)           Committee Discretion to
Accelerate Vesting.  Notwithstanding the
foregoing, the Committee may, in its sole discretion, provide for accelerated
vesting of the RSUs at any time and for any reason.


 


(c)           Forfeiture.  All unvested RSUs (determined after giving
effect to any accelerated vesting of the RSUs) shall be immediately forfeited
upon the Participant’s termination of employment for any reason.


 


(d)           Employment Agreement.  For the sake of clarity, Section 4 of
the Employment Agreement shall apply to determine any accelerated vesting of
this Award.


 


4.             Delivery of Shares.


 


(a)           General.  Subject to the provisions of Sections 4(b) and
4(c) hereof, within thirty (30) days following the vesting of the RSUs,
the Participant shall receive the number of shares of Company Stock that
correspond to the number of RSUs that have become vested on the applicable
vesting date.


 


(b)           Blackout Periods.  If the Participant is subject to any Company “blackout”
policy or other trading restriction imposed by the Company on the date such
distribution would otherwise be made pursuant to Section 4(a) hereof,
such distribution shall be instead made on the earlier of (i) the date
that the Participant is not subject to any such policy or restriction and (ii)


 


2

















 


the
later of (A) the end of the calendar year in which such distribution would
otherwise have been made and (B) a date that is immediately prior to the
expiration of two and one-half months following the date such distribution
would otherwise have been made hereunder.


 


(c)           Deferrals.  If permitted by the Company, the Participant
may elect, subject to the terms and conditions of the Plan and any other applicable
written plan or procedure adopted by the Company from time to time for purposes
of such election, to defer the distribution of all or any portion of the shares
of Company Stock that would otherwise be distributed to the Participant
hereunder (the “Deferred Shares”), consistent with the requirements of Section 409A
of the Code.  Upon the vesting of RSUs
that have been so deferred, the applicable number of Deferred Shares shall be
credited to a bookkeeping account established on the Participant’s behalf (the “Account”).  Subject to Section 5 hereof, the number
of shares of Company Stock equal to the number of Deferred Shares credited to
the Participant’s Account shall be distributed to the Participant in accordance
with the terms and conditions of the Plan and the other applicable written
plans or procedures of the Company, consistent with the requirements of Section 409A
of the Code.


 


5.             Dividends; Rights as Stockholder.  Cash dividends on shares of Company Stock
issuable hereunder shall be credited to a dividend book entry account on behalf
of the Participant with respect to each RSU granted to the Participant,
provided that such cash dividends shall not be deemed to be reinvested in
shares of Company Stock and shall be held uninvested and without interest and
paid in cash at the same time that the shares of Company Stock underlying the
RSUs are delivered to the Participant in accordance with the provisions
hereof.  Stock dividends on shares of
Company Stock shall be credited to a dividend book entry account on behalf of
the Participant with respect to each RSU granted to the Participant, provided
that such stock dividends shall be paid in shares of Company Stock at the same
time that the shares of Company Stock underlying the RSUs are delivered to the
Participant in accordance with the provisions hereof.  Except as otherwise provided herein, the
Participant shall have no rights as a stockholder with respect to any shares of
Company Stock covered by any RSU unless and until the Participant has become the
holder of record of such shares.


 


6.             Non-Transferability.  No portion of the RSUs may be sold, assigned,
transferred, encumbered, hypothecated or pledged by the Participant, other than
to the Company as a result of forfeiture of the RSUs as provided herein, unless
and until payment is made in respect of vested RSUs in accordance with the
provisions hereof and the Participant has become the holder of record of the
vested shares of Company Stock issuable hereunder.


 


7.             Governing Law.  All questions concerning the construction,
validity and interpretation of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without regard
to the choice of law principles thereof.


 


8.             Withholding of Tax.  As a condition to receiving the shares of
Company Stock hereunder, the Participant must remit to the Company an amount
sufficient to satisfy any federal, state, local and foreign taxes of any kind
(including, but not limited to, the Participant’s FICA and SDI obligations) which
the Company, in its sole discretion, deems necessary to be withheld or remitted
to comply with the Code and/or any other applicable law, rule or
regulation with respect to the RSUs and, if the Participant fails to do so, the
Company may refuse to issue or


 


3

















 


transfer
any shares of Company Stock otherwise required to be issued pursuant to this
Agreement.


 


9.             Legend.  The Company may at any time place legends
referencing any applicable federal, state or foreign securities law
restrictions on all certificates representing shares of Company Stock issued
pursuant to this Agreement.  The
Participant shall, at the request of the Company, promptly present to the
Company any and all certificates representing shares of Company Stock acquired
pursuant to this Agreement in the possession of the Participant in order to
carry out the provisions of this Section 9.


 


10.          Securities Representations.  This Agreement is being entered into by the
Company in reliance upon the following express representations and warranties
of the Participant.  The Participant
hereby acknowledges, represents and warrants that:


 


(a)           The Participant has been
advised that the Participant may be an “affiliate” within the meaning of Rule 144
under the Securities Act and in this connection the Company is relying in part
on the Participant’s representations set forth in this Section 10.


 


(b)           If the Participant is deemed
an affiliate within the meaning of Rule 144 of the Securities Act, the
shares of Company Stock issuable hereunder must be held indefinitely unless an
exemption from any applicable resale restrictions is available or the Company
files an additional registration statement (or a “re-offer prospectus”) with
regard to such shares of Company Stock and the Company is under no obligation
to register such shares of Company Stock (or to file a “re-offer prospectus”).


 


(c)           If the Participant is deemed
an affiliate within the meaning of Rule 144 of the Securities Act, the
Participant understands that (i) the exemption from registration under Rule 144
will not be available unless (A) a public trading market then exists for
the Company Stock of the Company, (B) adequate information concerning the
Company is then available to the public, and (C) other terms and
conditions of Rule 144 or any exemption therefrom are complied with, and (ii) any
sale of the shares of Company Stock issuable hereunder may be made only in
limited amounts in accordance with the terms and conditions of Rule 144 or
any exemption therefrom.


 


11.          Entire Agreement; Amendment.  This Agreement, together with the Plan and
the Employment Agreement, contains the entire agreement between the parties
hereto with respect to the subject matter contained herein, and supersedes all
prior agreements or prior understandings, whether written or oral, between the
parties relating to such subject matter. 
The Committee shall have the right, in its sole discretion, to modify or
amend this Agreement from time to time in accordance with and as provided in
the Plan.  This Agreement may also be
modified or amended by a writing signed by both the Company and the
Participant.  The Company shall give
written notice to the Participant of any such modification or amendment of this
Agreement as soon as practicable after the adoption thereof.


 


12.          Notices.  Any notice hereunder by the Participant shall
be given to the Company in writing and such notice shall be deemed duly given
only upon receipt thereof by the General Counsel of the Company.  Any notice hereunder by the Company shall be
given to the


 


4

















 


Participant
in writing and such notice shall be deemed duly given only upon receipt thereof
at such address as the Participant may have on file with the Company.


 


13.          No Right to Employment.  Any questions as to whether and when there
has been a termination of employment and the cause of such termination shall be
determined in the sole discretion of the Committee.  Nothing in this Agreement shall interfere
with or limit in any way the right of the Company, its Subsidiaries or its
Affiliates to terminate the Participant’s employment or service at any time,
for any reason and with or without Cause.


 


14.          Transfer of Personal Data.  The Participant authorizes, agrees and unambiguously
consents to the transmission by the Company (or any Subsidiary) of any personal
data information related to the RSUs awarded under this Agreement for
legitimate business purposes (including, without limitation, the administration
of the Plan).  This authorization and
consent is freely given by the Participant.


 


15.          Compliance with Laws.  The grant of RSUs and the issuance of shares
of Company Stock hereunder shall be subject to, and shall comply with, any
applicable requirements of any foreign and U.S. federal and state securities
laws, rules and regulations (including, without limitation, the provisions
of the Securities Act of 1933, as amended, the Exchange Act and in each case
any respective rules and regulations promulgated thereunder) and any other
law, rule, regulation or exchange requirement applicable thereto.  The Company shall not be obligated to issue
the RSUs or any shares of Company Stock pursuant to this Agreement if any such
issuance would violate any such requirements. 
As a condition to the settlement of the RSUs, the Company may require
the Participant to satisfy any qualifications that may be necessary or
appropriate to evidence compliance with any applicable law or regulation.


 


16.          Binding Agreement; Assignment.  This Agreement shall inure to the benefit of,
be binding upon, and be enforceable by the Company and its successors and
assigns.  The Participant shall not
assign (except in accordance with Section 6 hereof) any part of this
Agreement without the prior express written consent of the Company.


 


17.          Headings.  The titles and headings of the various
sections of this Agreement have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.


 


18.          Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.


 


19.          Further Assurances.  Each party hereto shall do and perform (or
shall cause to be done and performed) all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents
as either party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the Plan and the consummation
of the transactions contemplated thereunder.


 


20.          Severability.  The invalidity or unenforceability of any
provisions of this Agreement in any jurisdiction shall not affect the validity,
legality or enforceability of the remainder of this Agreement in such
jurisdiction or the validity, legality or enforceability of any


 


5

















 


provision
of this Agreement in any other jurisdiction, it being intended that all rights
and obligations of the parties hereunder shall be enforceable to the fullest
extent permitted by law.


 


21.          Acquired Rights.  The Participant acknowledges and agrees that:
(a) the Company may terminate or amend the Plan at any time; (b) the
Award of RSUs made under this Agreement is completely independent of any other
award or grant and is made at the sole discretion of the Company; (c) no
past grants or awards (including, without limitation, the RSUs awarded
hereunder) give the Participant any right to any grants or awards in the future
whatsoever; and (d) any benefits granted under this Agreement are not part
of the Participant’s ordinary salary, and shall not be considered as part of
such salary in the event of severance, redundancy or resignation.


 


*  * 
*  *  *


 


6

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	
   

  	
  SIX
  FLAGS ENTERTAINMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Walter S. Hawrylak

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Walter
  S. Hawrylak

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP-Administration

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/
  Lance C. Balk

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Lance C. Balk

  



 


7






 












 


EXHIBIT B

NONQUALIFIED STOCK OPTION AGREEMENT

PURSUANT TO THE

SIX FLAGS ENTERTAINMENT CORPORATION LONG-TERM PLAN


 


*  * 
*  *  *


 


Participant:  Lance C. Balk


 


Grant
Date: September 7, 2010


 


Per
Share Exercise Price:  $40.01


 


Number
of Shares subject to this Option:  80,000


 


*  * 
*  *  *


 


THIS
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as
of the Grant Date specified above, is entered into by and between Six Flags
Entertainment Corporation, a corporation organized in the State of Delaware
(the “Company”), and the Participant specified above, pursuant to the
Six Flags Entertainment Corporation Long-Term Incentive Plan, as in effect and
as amended from time to time (the “Plan”), which is administered by the
Committee;


 


WHEREAS,
it has been determined under the Plan that it would be in the best interests of
the Company to grant the Non-Qualified Stock Option provided for herein to the
Participant; and


 


WHEREAS,
the Executive and the Company are party to an Employment Agreement dated September 7,
2010 (the “Employment Agreement”).


 


NOW,
THEREFORE, in consideration of the mutual covenants and promises hereinafter
set forth and for other good and valuable consideration, the parties hereto
hereby mutually covenant and agree as follows:


 


1.             Incorporation By Reference; Plan
Document Receipt.  This
Agreement is subject in all respects to the terms and provisions of the Plan
(including, without limitation, any amendments thereto adopted at any time and
from time to time unless such amendments are expressly intended not to apply to
the Award provided hereunder), all of which terms and provisions are made a
part of and incorporated in this Agreement as if they were each expressly set
forth herein.  Any capitalized term not
defined in this Agreement shall have the same meaning as is ascribed thereto in
the Plan.  The Participant hereby
acknowledges receipt of a true copy of the Plan and that the Participant has
read the Plan carefully and fully understands its content.  In the event of any conflict between the
terms of this Agreement and the terms of the Plan, the terms of the Plan shall
control.  No part of the Option granted
hereby is intended to qualify as an “incentive stock option” under Section 422
of the Code.


 


2.             Grant of Option.  The Company hereby grants to the Participant,
as of the Grant Date specified above, a Non-Qualified Stock Option (this “Option”)
to acquire from 


 

















 


the
Company at the Per Share Exercise Price specified above, the aggregate number
of Shares specified above (the “Option Shares”).  Except as otherwise provided by the Plan, the
Participant agrees and understands that nothing contained in this Agreement
provides, or is intended to provide, the Participant with any protection
against potential future dilution of the Participant’s interest in the Company
for any reason.  The Participant shall
have no rights as a stockholder with respect to any Shares covered by the
Option unless and until the Participant has become the holder of record of such
Shares, and no adjustments shall be made for dividends in cash or other
property, distributions or other rights in respect of any such Shares, except
as otherwise specifically provided for in the Plan or this Agreement.


 


3.             Vesting and Exercise.


 


(a)           Vesting.  Subject to the applicable provisions of
Section 4 of the Employment Agreement, the Option shall vest and become
exercisable as follows, provided that the Participant has not incurred a
termination of employment with the Company and its Subsidiaries (a “Termination”)
prior to each such vesting date:


 


	
  Vesting
  Date

  	
   

  	
  Number of Option Shares

  	
   

  
	
  First anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  
	
  Second anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  
	
  Third anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  
	
  Fourth anniversary of the Grant Date

  	
   

  	
  25

  	
  %

  



 


There
shall be no proportionate or partial vesting in the periods prior to each
vesting date and all vesting shall occur only on the appropriate vesting date,
subject to the Participant’s continued service with the Company or any of its
Subsidiaries on each applicable vesting date. 
Upon expiration of the Option, the Option shall be cancelled and no
longer exercisable.


 


(b)           Committee Discretion to
Accelerate Vesting. 
Notwithstanding the foregoing, the Committee may, in its sole
discretion, provide for accelerated vesting of the Option at any time and for
any reason.


 


(c)           Expiration.  Unless earlier terminated in accordance with
the terms and provisions of the Plan and/or this Agreement, all portions of the
Option (whether vested or not vested) shall expire and shall no longer be exercisable
after the expiration of ten (10) years from the Grant Date.


 


(d)           Employment Agreement.  For the sake of clarity, Section 4 of the
Employment Agreement shall apply to determine any accelerated vesting of the
Award.


 


4.             Termination.  Subject to the terms of the Plan and this
Agreement, the Option, to the extent vested at the time of the Participant’s
Termination, shall remain exercisable as follows:


 


(a)           Termination Without Cause.  In the event of the Participant’s Termination
for any reason, other than by the Company for Cause, the vested portion of the
Option shall 


 


2

















 


remain
exercisable until the earlier of (i) ninety (90) days from the date of such
termination, and (ii) the expiration of the stated term of the Option pursuant
to Section 3(c) hereof; provided that if the Executive is entitled to any
longer period of time to exercise the vested portion of the Option pursuant to
the Employment Agreement, the terms of the Employment Agreement shall apply.


 


(b)           Termination for Cause.  In the event of the Participant’s Termination
for Cause, the Participant’s entire Option (whether or not vested) shall
terminate and expire upon such Termination.


 


(c)           Treatment of Unvested
Options upon Termination.  Any
portion of the Option that is not vested (determined after giving effect to any
accelerated vesting of the Option) as of the date of the Participant’s
Termination for any reason shall terminate and expire as of the date of such
Termination.


 


5.             Method of Exercise and Payment.  Subject to Section 8 hereof, to the extent
that the Option has become vested and exercisable with respect to a number of
Shares as provided herein, the Option may thereafter be exercised by the
Participant, in whole or in part, at any time or from time to time prior to the
expiration of the Option as provided herein and in accordance with Sections
5(c) and 5(d) of the Plan, including, without limitation, by the filing of any
written form of exercise notice as may be required by the Committee and payment
in full of the Per Share Exercise Price specified above multiplied by the
number of Shares underlying the portion of the Option exercised.


 


6.             Non-Transferability.  The Option, and any rights and interests with
respect thereto, issued under this Agreement and the Plan shall not be sold,
exchanged, transferred, assigned or otherwise disposed of in any way by the
Participant (or any beneficiary of the Participant), other than by testamentary
disposition by the Participant or the laws of descent and distribution.  Notwithstanding the foregoing, the Committee
may, in its sole discretion, permit the Option to be transferred to a Permitted
Transferee for no value, provided that such transfer shall only be valid upon
execution of a written instrument in form and substance acceptable to the
Committee in its sole discretion evidencing such transfer and the transferee’s
acceptance thereof signed by the Participant and the transferee, and provided,
further, that the Option may not be subsequently transferred other than by will
or by the laws of descent and distribution or to another Permitted Transferee
(as permitted by the Committee in its sole discretion) in accordance with the
terms of the Plan and this Agreement, and shall remain subject to the terms of
the Plan and this Agreement.  Any attempt
to sell, exchange, transfer, assign, pledge, encumber or otherwise dispose of
or hypothecate in any way the Option, or the levy of any execution, attachment
or similar legal process upon the Option, contrary to the terms and provisions
of this Agreement and/or the Plan shall be null and void and without legal
force or effect.


 


7.             Governing Law.  All questions concerning the construction,
validity and interpretation of this Agreement shall be governed by, and construed
in accordance with, the laws of the State of Delaware, without regard to the
choice of law principles thereof.


 


3

















 


8.             Withholding of Tax.  As a condition to exercising the Option, the
Participant must remit to the Company an amount sufficient to satisfy any
federal, state, local and foreign taxes of any kind (including, but not limited
to, the Participant’s FICA and SDI obligations) which the Company, in its sole
discretion, deems necessary to be withheld or remitted to comply with the Code
and/or any other applicable law, rule or regulation with respect to the
Option.  If the Participant fails to do
so this Option shall not be deemed to have been exercised and the Company may
refuse to issue or transfer any Shares otherwise required to be issued pursuant
to this Agreement.


 


9.             Entire Agreement; Amendment.  This Agreement, together with the Plan and
the Employment Agreement, contains the entire agreement between the parties
hereto with respect to the subject matter contained herein, and supersedes all
prior agreements or prior understandings, whether written or oral, between the
parties relating to such subject matter. 
The Committee shall have the right, in its sole discretion, to modify or
amend this Agreement from time to time in accordance with and as provided in
the Plan.  This Agreement may also be
modified or amended by a writing signed by both the Company and the
Participant.  The Company shall give
written notice to the Participant of any such modification or amendment of this
Agreement as soon as practicable after the adoption thereof


 


10.           Notices.  Any notice hereunder by the Participant shall
be given to the Company in writing and such notice shall be deemed duly given
only upon receipt thereof by the General Counsel of the Company.  Any notice hereunder by the Company shall be
given to the Participant in writing and such notice shall be deemed duly given
only upon receipt thereof at such address as the Participant may have on file
with the Company.


 


11.           No Right to Employment.  Any questions as to whether and when there
has been a Termination and the cause of such Termination shall be determined in
the sole discretion of the Committee. 
Nothing in this Agreement shall interfere with or limit in any way the
right of the Company, its Subsidiaries or its Affiliates to terminate the
Participant’s employment or service at any time, for any reason and with or
without Cause.


 


12.           Transfer of Personal Data.  The Participant authorizes, agrees and unambiguously
consents to the transmission by the Company (or any Subsidiary) of any personal
data information related to the Option awarded under this Agreement for
legitimate business purposes (including, without limitation, the administration
of the Plan).  This authorization and
consent is freely given by the Participant.


 


13.           Compliance with Laws.  The issuance of the Option (and the Option
Shares upon exercise of the Option) pursuant to this Agreement shall be subject
to, and shall comply with, any applicable requirements of any foreign and U.S.
federal and state securities laws, rules and regulations (including, without
limitation, the provisions of the Securities Act of 1933, as amended, the
Exchange Act and in each case any respective rules and regulations promulgated
thereunder) and any other law, rule, regulation or exchange requirement
applicable thereto.  The Company shall
not be obligated to issue the Option or any of the Option Shares pursuant to
this Agreement if any such issuance would violate any such requirements.


 


4

















 


14.           Section 409A.  Notwithstanding anything herein or in the
Plan to the contrary, the Option is intended to be exempt from the applicable
requirements of Section 409A of the Code and shall be limited, construed and
interpreted in accordance with such intent.


 


15.           Binding Agreement; Assignment.  This Agreement shall inure to the benefit of,
be binding upon, and be enforceable by the Company and its successors and
assigns.  The Participant shall not
assign (except in accordance with Section 6 hereof) any part of this Agreement
without the prior express written consent of the Company.


 


16.           Headings.  The titles and headings of the various
sections of this Agreement have been inserted for convenience of reference only
and shall not be deemed to be a part of this Agreement.


 


17.           Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original, but all of which
shall constitute one and the same instrument.


 


18.           Further Assurances.  Each party hereto shall do and perform (or
shall cause to be done and performed) all such further acts and shall execute
and deliver all such other agreements, certificates, instruments and documents
as either party hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the Plan and the consummation
of the transactions contemplated thereunder.


 


19.           Severability.  The invalidity or unenforceability of any provisions
of this Agreement in any jurisdiction shall not affect the validity, legality
or enforceability of the remainder of this Agreement in such jurisdiction or
the validity, legality or enforceability of any provision of this Agreement in
any other jurisdiction, it being intended that all rights and obligations of
the parties hereunder shall be enforceable to the fullest extent permitted by
law.


 


20.           Acquired Rights.  The Participant acknowledges and agrees
that:  (a) the Company may terminate or
amend the Plan at any time; (b) the Award of the Option made under this
Agreement is completely independent of any other award or grant and is made at
the sole discretion of the Company; (c) no past grants or awards (including,
without limitation, the Option awarded hereunder) give the Participant any
right to any grants or awards in the future whatsoever; and (d) any benefits
granted under this Agreement are not part of the Participant’s ordinary salary,
and shall not be considered as part of such salary in the event of severance,
redundancy or resignation.


 


*  * 
*  *  *


 


5

















 


IN WITNESS WHEREOF, the parties hereto have
executed this Agreement as of the date first written above.


 


	
   

  	
  SIX
  FLAGS ENTERTAINMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Walter S. Hawrylak

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Walter
  S. Hawrylak

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  SVP-Administration

  
	
   

  	
   

  	
   

  
	
   

  	
  PARTICIPANT

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Lance C. Balk

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Lance C. Balk

  



 


6

















 


EXHIBIT C


 


PROJECT 350 PROGRAM


 


 


Value                      ·      Eligibility.  The Executive will be granted a Project 350
Award after the Company achieves $350 million of adjusted EBITDA (the “Target
EBITDA”) in any consecutive 12-month period ending on or before December
31, 2011.


 


·      Grant.  The number of shares included in an
Executive’s Project 350 Award if the Target EBITDA is achieved will be equal to
20,000 shares of restricted stock (the “Base Number”).


 


·      Grant Date. The grant
date of any Project 350 Award will be after completion of the Company’s 2011
audit.


 


·      Pro Rated Award.  The Executive will be granted a Project 350
Award in the following amounts after achievement of the applicable adjusted
EBITDA targets:


 


	
  Adjusted
  EBITDA

  	
   

  	
  Percentage of Base Number

  
	
  Below
  $330 million

  	
   

  	
  0%

  
	
  $330
  million

  	
   

  	
  50%

  
	
  $350
  million

  	
   

  	
  100%

  
	
  $350+
  million or greater

  	
   

  	
  100%
  plus additional amount determined by the Compensation Committee of the Board

  



 


The
size of the Project 350 Award will be interpolated on a straight line basis for
performance between two amounts (e.g., a Project 350 Award equal to 75% of the
Base Number for Adjusted EBITDA of $340 million).


 


·      Target EBITDA
Adjustment: The 2011 adjusted EBITDA targets assume the
Company achieves $275 million of adjusted EBITDA for 2010.  If the Company’s 2010 adjusted EBITDA is more
or less than $275 million, the 2011 adjusted EBITDA targets will be reduced or
increased appropriately (e.g., if the 2010 adjusted EBITDA is $280 million, the
applicable 2011 adjusted EBITDA targets will be decreased by $5 million and if
the 2010 adjusted EBITDA is $270 million, the applicable 2011 adjusted EBITDA
targets will be increased by $5 million).


 


·      Adjusted EBITDA.  The Audit Committee of the Board will
determine the Company’s adjusted EBITDA after reviewing the Company’s audited
financial statements for the applicable year. 
As a general matter, adjusted EBITDA will exclude the impact of equity
puts by partnership parks, acquisitions and dispositions and other one-time or
extraordinary events.


 


Form                       ·      Form.  100% of the value of the Project 350 Award
will be granted in the form of restricted stock units.


 

















 


Vesting                  ·      Normal Vesting.  The Project 350 Award will vest if the
following two vesting conditions are met:


 


·      2012 EBITDA.  The Company’s adjusted EBITDA for 2012 must
be at least 97.5% of the adjusted EBITDA achieved for 2011.  If this target is not achieved, 50% of the
Project 350 Award will be immediately forfeited.


 


·      Time Vesting.  The outstanding Project 350 Award (i.e.,
determined after any forfeiture due to the failure to achieve the 2012 adjusted
EBITDA target) will vest on completion of the Company’s 2012 audit if the
Executive is then employed by the Company.


 


·     Accelerated Vesting.


 


·      In the event of the Executive’s Qualifying
Termination after the grant of the Project 350 Award, the Executive will vest
in the pro rata portion (based on the portion of the time vesting period the
executive is employed by the Company) of the Project 350 Award that would
otherwise have vested upon completion of the Company’s 2012 audit (i.e.,
assuming the 2012 EBITDA target is achieved, the Executive will vest in a pro
rata portion of the full Project 350 Award).


 


·      If, after the grant of a Project 350 Award, the
Executive has a Qualifying Termination during the 12-month period following a
Change in Control, the Project 350 Award will 100% vest if the 2012 target
EBITDA is achieved.


 


·      If the Executive’s employment is terminated due to
death/disability after the grant of the Project 350 Award, the Project 350
Award will 100% vest if the 2012 target EBITDA is achieved.


 


Other                      ·      Miscellaneous.  The Project 350 Award will contain other
terms and conditions determined by the Compensation Committee.


 


·      Qualifying
Termination.  “Qualifying
Termination” means termination of employment by the Company without Cause or by
the Executive for Good Reason.


 


2

















 


Exhibit D


 


Agreement and General Release


 


Agreement
and General Release (“Agreement”), by
and between Lance C. Balk (“Executive” and referred to herein as “you”) and Six Flags
Entertainment Corporation, a Delaware corporation (the “Company”).


 


1.             In exchange for your waiver
of claims against the Released Persons (as defined below) and compliance with
the other terms and conditions of this Agreement, upon the effectiveness of
this Agreement, the Company agrees to provide you with the payments and
benefits provided in Section 4 of your employment agreement with the Company,
dated August        , 2010 (the “Employment Agreement”) in accordance with the terms and
conditions of the Employment Agreement.


 


2.             (a) In consideration for the
payments and benefits to be provided to you pursuant to Section 1 above, you,
for yourself and for your heirs, executors, administrators, trustees, legal
representatives and assigns (hereinafter referred to collectively as “Releasors”), forever release and discharge the Company and
its subsidiaries, divisions, affiliates and related business entities,
successors and assigns, and any of its or their respective directors, officers,
fiduciaries, agents, trustees, administrators, employees and assigns (in each
case, in their capacity as such) (collectively the “Released
Persons”) from any and all claims, suits, demands, causes of action,
covenants, obligations, debts, costs, expenses, fees and liabilities of any
kind whatsoever in law or equity, by statute or otherwise, whether known or
unknown, vested or contingent, suspected or unsuspected and whether or not
concealed or hidden (collectively, the “Claims”), which
you have had, now have, or may have against any of the Released Persons by
reason of any act, omission, transaction, practice, plan, policy, procedure,
conduct, occurrence, or other matter arising up to and including the date on
which you sign this Agreement, except as provided in subsection (c) below.


 


(b)           Without limiting the
generality of the foregoing, this Agreement is intended to and shall release
the Released Persons from any and all such claims, whether known or unknown,
which you have had, now have, or may have against the Released Persons arising
out of your employment or termination thereof, including, but not limited to:  (i) any claim under the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with
Disabilities Act, the Employee Retirement Income Security Act of 1974
(excluding claims for accrued, vested benefits under any employee benefit or
pension plan of the Released Persons subject to the terms and conditions of
such plan and applicable law), the Family and Medical Leave Act, the Worker
Adjustment and Retraining Notification Act of 1988, or the Fair Labor Standards
Act of 1938, in each case as amended [update as appropriate];
(ii) any other claim whether based on federal, state, or local law (statutory
or decisional), rule, regulation or ordinance, including, but not limited to,
breach of contract (express or implied), wrongful discharge, detrimental
reliance, defamation, emotional distress or compensatory or punitive damages;
and (iii) any claim for attorneys’ fees, costs, disbursements and/or the like.


 


(c)           Notwithstanding the
foregoing, nothing in this Agreement shall be a waiver of claims:  (1) that arise after the date on which you
sign this Agreement, including, without limitations, 


 

















 


such
claims related to any equity award held by you; (2) for the payments or
benefits required to be provided under Section 4 of the Employment Agreement;
(3) regarding rights of indemnification and receipt of legal fees and expenses
to which you are entitled under the Employment Agreement, the Company’s or a
subsidiary of the Company’s Certificate of Incorporation or By-laws (or similar
instrument), pursuant to any separate writing between you and the Company or
any subsidiary of the Company or pursuant to applicable law; or (4) relating to
any claims for accrued, vested benefits under any employee benefit plan or
retirement plan of the Released Persons subject to the terms and conditions of
such plan and applicable law (excluding any severance or termination pay plan,
program or arrangement, claims to which are specifically waived hereunder.


 


(d)           In signing this Agreement,
you acknowledge that you intend that this Agreement shall be effective as a bar
to each and every one of the Claims hereinabove mentioned or implied.  You expressly consent that this Agreement
shall be given full force and effect according to each and all of its express
terms and provisions, including those relating to unknown, unsuspected or
unanticipated Claims, if any, as well as those relating to any other Claims
hereinabove mentioned or implied.  [Update to include reference to any applicable statute regarding the
waiver of unknown claims.]


 


3.             (a) This Agreement is not
intended, and shall not be construed, as an admission that any of the Released
Persons has violated any federal, state or local law (statutory or decisional),
ordinance or regulation, breached any contract or committed any wrong
whatsoever against you.


 


(b)           Should any provision of this
Agreement require interpretation or construction, it is agreed by the parties
that the entity interpreting or constructing this Agreement shall not apply a
presumption against one party by reason of the rule of construction that a
document is to be construed more strictly against the party who prepared the
document.


 


(c)           You represent and warrant
that you have not assigned or transferred to any person or entity any of my
rights which are or could be covered by this Agreement, including but not
limited to the waivers and releases contained in this Agreement.


 


4.             This Agreement is binding
upon, and shall inure to the benefit of, the parties and their respective
heirs, executors, administrators, successors and assigns.


 


5.             This Agreement shall be
construed and enforced in accordance with the laws of the State of Delaware
applicable to agreements made and to be performed entirely within such State.


 


6.             You acknowledge that
you:  (a) have carefully read this
Agreement in its entirety; (b) have had an opportunity to consider for at least
[twenty-one (21)] [forty[five (45)]
days the terms of this Agreement; (c) are hereby advised by the Company in
writing to consult with an attorney of your choice in connection with this
Agreement; (d) fully understand the significance of all of the terms and
conditions of this Agreement and have discussed them with your independent
legal counsel, or have had a reasonable opportunity to do so; (e) have had
answered to your satisfaction by your independent legal counsel any questions
you have asked with regard to the meaning and significance of any of the
provisions of this Agreement; and (f) are signing 


 


2

















 


this
Agreement voluntarily and of your own free will and agree to abide by all the
terms and conditions contained herein.


 


7.             You understand that you will
have at least [twenty-one (21)] [forty[five (45)]
days from the date of receipt of this Agreement to consider the terms and
conditions of this Agreement.  You may
accept this Agreement by signing it and returning it to the Company’s General
Counsel at the address specified pursuant to Section 12 of the Employment
Agreement on or before              .  After executing this Agreement, you shall
have seven (7) days (the “Revocation Period”)
to revoke this Agreement by indicating your desire to do so in writing
delivered to the General Counsel at the address above by no later than 5:00
p.m. on the seventh (7th) day after the date you sign this Agreement.  The effective date of this Agreement shall be
the eighth (8th) day after you sign the Agreement (the “Agreement
Effective Date”).  If the last
day of the Revocation Period falls on a Saturday, Sunday or holiday, the last
day of the Revocation Period will be deemed to be the next business day.  In the event you do not accept this Agreement
as set forth above, or in the event you revoke this Agreement during the
Revocation Period, this Agreement, including but not limited to the obligation
of the Company to provide the payments and benefits provided in Section 1
above, shall be deemed automatically null and void.


 


8.             Any dispute regarding this
Agreement shall be subject to Delaware law without reference to its choice of
law provisions.  You agree to reimburse
the Company for out-of-pocket costs and expense reasonably incurred by in
connection with enforcing this Agreement (including attorney’s fees) with
respect to each claim on which the Company substantially prevails.


 


	
   

  	
  EXECUTIVE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Lance C. Balk

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SIX
  FLAGS ENTERTAINMENT CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  



 


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