Exhibit
10.1


 


ISLE OF CAPRI CASINOS INC.


CORPORATE LEVEL


INCENTIVE COMPENSATION PLAN


 


1.                                      PURPOSE


 


This Isle of Capri Casinos
Inc. Corporate Incentive Compensation Plan (the “Plan”) is designed to
encourage profitable performance of the Company and to reward and recognize
individuals who directly affect and contribute to the achievement of that
performance. We anticipate that by linking incremental incentive compensation
to Company performance over which the Participants have a substantial degree of
influence, the Plan will promote higher levels of productivity and substantial
additional value for the Company’s shareholders.


 


In order to accomplish the
objective of increased performance and corporate profitability, the Plan has
been designed to meet the following criteria:


 


(a)                                  Bonus amounts
available to key Corporate personnel directly relate to predetermined
Performance Goals.


 


(b)                                 Outstanding
achievement will result in outstanding rewards, i.e. the better the performance
relative to the Performance Goals, the larger the incentive that Participants
will receive, subject to overall Plan limitations.


 


(c)                                  Targeted bonus
compensation is consistent with similar jobs in the regional casino industry.


 


2.                                      DEFINITIONS


 


For Plan purposes, except
where the context otherwise indicates, the following terms shall have the
meanings which follow:


 


(a)                                  “Base Salary”
for any Bonus Period shall mean the annual base salary of a Participant based
on his/her base salary level for the applicable Bonus Period, exclusive of
overtime compensation, housing or travel allowances, bonuses or other
compensation of any kind.


 


(b)                                 “Beneficiary”
shall mean the person or persons who may be designated by a Participant from
time to time in writing to the Committee and who shall receive the Bonus if the
Participant dies prior to payment of any Bonus to which the Participant is
entitled hereunder.


 


(c)                                  “Board” shall
mean the Board of Directors of the Company.


 


(d)                                 “Bonus” shall
mean the amount of the cash bonus paid to a Participant under the Plan on any
Payment Date.


 

















 


(e)                                  “Bonus Period”
means the period specified by the Committee; provided, however that unless
otherwise specified by the Committee the Bonus Period shall mean the Company’s
fiscal year.  The Committee may establish
quarterly Bonus Period within an annual Bonus Period.


 


(f)                                    “CEO” shall
mean the Chief Executive Officer of the Company.


 


(g)                                 “Committee”
shall mean the Stock Option and Compensation Committee of the Board or such
other Committee of the Board which shall be designated by the Board to
administer the Plan. The Committee shall be composed of such number of
directors as from time to time are appointed to serve by the Board. Each member
of the Committee, while serving as such, shall also be an independent member of
the Board.


 


(h)                                 “Company” shall
mean Isle of Capri Casinos, Inc.


 


(i)                                     “Participant”
shall mean an individual designated as a participant hereunder by the CEO with
the approval of the Committee.


 


(j)                                     “Payment Date”
shall mean the date on which the Bonus for a Bonus Period is paid with respect
to performance during the applicable Bonus Period, which date shall be no later
than two and one half months after the last day of the Bonus Period.


 


(k)                                  “Performance
Goal” shall mean such Bonus Period objective or objectives as determined by the
Committee and set forth in Schedule A attached hereto for the applicable
Bonus Period. Such objective or objectives may include EBITDA, EPS, net income,
pretax profit targets and/or such other performance indicators or non-financial
measures as determined by the Committee during a Bonus Period.


 


3.                                      ADMINISTRATION


 


(a)                                  The Committee
shall administer the Plan. The administration of the Plan shall include the
power to:


 


(i)                                     approve
Participants’ participation in the Plan.


 


(ii)                                  establish, and
change from year to year, a Participant’s incentive opportunity under the Plan;


 


(iii)                               establish
Performance Goals;


 


(iv)                              determine if
and when any Bonuses shall be paid;


 


(v)                                 authorize the
payout of any Bonuses as the Committee shall determine from year to year;


 


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(vi)                              determine the
amount, which may be calculated utilizing the allocations established in
accordance with Section 7 hereof, and the form of the Bonus;


 


(vii)                           conclusively
construe and interpret the Plan; and


 


(viii)                        establish rules and
regulations and to perform all other acts it believes reasonable and proper,
including the authority to delegate responsibilities to others to assist in
administering the Plan.


 


(b)                                 Any decision
made or action taken by the Committee arising out of or in connection with the
interpretation and administration of the Plan shall be final and conclusive and
binding on all persons.


 


(c)                                  Until such time
as the Committee makes a determination to make payment of the Bonus hereunder
with respect to the actual results compared to the Performance Goals for the
immediately preceding Bonus Period and the Payment Date occurs, no Participant
shall have any vested right to receive any amount which might be calculated as
payable pursuant to the Plan. Furthermore, for any Bonus Period and up until
the Payment Date, the Committee may cancel any Bonuses awarded or to be awarded
under the Plan if a Participant conducts himself or herself in a manner which
the Committee determines to be contrary to the best interests of the Company or
the Participant loses any license issued by a gaming regulator due to
violations of regulations.


 


4.                                      ELIGIBILITY


 


(a)                                  Eligibility to
participate under the Plan is limited to individuals who are key Corporate personnel
whose duties and responsibilities provide them the opportunity to:


 


(i)                                     make a material
and significant impact on the financial performance of the Company;


 


(ii)                                  have major
responsibility in the control of the Company’s assets; and


 


(iii)                               provide critical
staff support necessary to enhance the Company’s performance.


 


(b)                                 Eligibility and
designated levels of participation will be determined by the Committee. Such
eligibility and level of participation may be revised and updated from time to
time up until the 90th day following the first day of the applicable
Bonus Period and thereafter only for unusual circumstances. The fixing of
eligibility and level of participation shall not create any vested right in any
Participant to receive a Bonus hereunder.


 


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(c)                                  Participants
whose position changes during the Bonus Period may have their Bonuses pro-rated
based on changes to their normal Base Salary and/or their changes in
responsibilities as determined by the Committee.  As determined by the Committee, a Participant
who joins the Company during the Bonus Period shall be eligible to receive a
prorated annual Bonus so long as the Participant starts prior to the first day
of the fourth fiscal quarter. Except as specifically provided herein, no Bonus
shall be paid to any Participant unless the Participant is employed by the
Company or one of its subsidiaries on the applicable Payment Date.


 


5.                                      INCENTIVE
TARGETS AND PAYOUT OPPORTUNITY


 


Participants
in the plan will have a specific target incentive opportunity defined as a
percentage of their Base Salary.  A
participant’s Bonus payout could range between 50% of the target amount,
assuming a threshold level of performance is achieved, to 150% of the target
based on the achievement of the maximum Performance Goals.  If the threshold performance level is not
achieved, no incentive may be earned under this Plan.  The specific incentive targets and payout
ranges are set forth in Schedule A.


 


6.                                      PERFORMANCE
GOALS


 


For each Bonus Period, the
Performance Goals on which a Bonus will be calculated shall be established by
the Committee in its sole discretion. Such Performance Goals and targets may be
revised periodically by the CEO subject to Committee approval.  The following shall apply with respect to the
Bonus for any Bonus Period:


 


(a)                                  The calculation
will be determined using: (1) achievement of pre-determined Company
financial goals, and (2) a discretionary assessment of performance by the
Committee.  Each of these factors will be
independent of each other, and weighted in the Bonus calculation as set forth
in Schedule A.


 


(b)                                 The Committee
will set a threshold level of Corporate financial performance that must be
achieved for a Participant to earn any Bonus for the applicable Bonus Period
under the financial goal-based component of the Plan.


 


(c)                                  The Bonus for
financial goals will be calculated by determining the variance from the
predetermined target goal.  The Committee
will determine the minimum performance level required for earning the threshold
Bonus and the maximum amount at which no additional Bonus will be paid.


 


(d)                                 For the portion
of the Bonus based on the discretionary performance assessment, general
performance criteria will be identified at the beginning of each Bonus
Period.  These performance criteria may
include 


 


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Company performance,
functional area performance or individual performance as recommended by the CEO
and approved by the Committee.  At the
end of the Bonus Period a determination will be made as to the level of payout
earned based on performance relative to the criteria identified at the
beginning of the Bonus Period.


 


For any Bonus Period, the
applicable Performance Goals shall be set forth in Schedule A hereto.


 


7.                                      BONUS
PAYMENTS


 


The Bonus for any Bonus
Period shall be paid based on the achievement of the Corporate financial
Performance Goals and the discretionary assessment.  The Bonus payable for any Bonus Period shall
be paid on the Payment Date and shall be subject to the following:


 


(a)                                  The portion of
the Bonus for any Bonus Period based on the financial Performance Goals shall
be paid if the financial Performance Goals are achieved (i.e., there is no
discretion).  The portion of the Bonus
for any Bonus Period based on the discretionary assessment may be paid in the
discretion of the Committee, regardless of whether the financial Performance
Goals were achieved.


 


(b)                                 Except as
otherwise specifically provided in Section 8, no Bonus shall be paid to a
Participant on any Payment Date unless the Participant is employed by the
Company or one of its subsidiaries on the applicable Payment Date.


 


8.                                      TERMINATION
OF EMPLOYMENT


 


In the event a Participant
ceases to be employed by the Company or any subsidiary of the Company during a
Bonus Period, the following shall apply:


 


(a)                                  If the
Participant’s employment terminates due to (i) normal retirement as
described in the Participant’s employment agreement with the Company, (the “Employment
Agreement”) or under a formal plan or policy of the Company, (ii) early
retirement with the consent of the Committee, (iii) total and permanent
disability as determined by the Committee or (iv) death, then the
Participant shall be eligible for a pro rata portion of the Bonus for the Bonus
Period.  Any such Bonus shall be payable
to the Participant (or, in the event of his death, his Beneficiary) on the
Payment Date(s) that otherwise applies to payment of the Bonus for the
Bonus Period in which his employment terminated.  Notwithstanding the foregoing, the
Participant shall not be entitled to any Bonus for any period after his
employment terminates.


 


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(b)                                 If the
Participant’s employment terminates due to any event other than as described in
paragraph (a), the Participant’s eligibility under the Plan shall be cancelled
and terminated forthwith and no Bonuses shall be payable or accrued to or with
respect to the Participant under the Plan, except as and to the extent the
Committee may determine otherwise.


 


(c)                                  For purposes of
the preceding provisions, it shall not be considered a termination of
employment when a Participant is placed by the Company or subsidiary of the
Company on military or sick leave or such other type of leave of absence, for a
period of six months or less, which is considered as continuing intact the
employment relationship of the Participant. 
For any such leave extending beyond six months, the Committee shall
decide whether and when there has been a termination of employment.


 


(d)                                 The foregoing
terms and conditions do not supersede the provisions of any Employment
Agreement.  Thus, notwithstanding the
foregoing provisions of this Section 8, the terms and conditions of an
Employment Agreement with respect to the foregoing matters will take precedence
over the foregoing provisions of this Section 8.


 


9.                                      AMENDMENT
AND TERMINATION OF PLAN


 


The Board may suspend or
terminate the Plan in whole or in part or amend it from year to year in such
respects as the Board may deem appropriate and in the best interests of the
Company.


 


10.                               UNFUNDED
PLAN


 


The Plan, in so far as it
provides for payments, shall be unfunded and the Company shall not be required
to segregate any assets which may at any time be subject to Bonuses under the Plan.
Any liability of the Company to any person with respect to any award under this
Plan shall be based solely upon any contractual obligations which may be
created under this Plan.


 


11.                               MISCELLANEOUS
PROVISIONS


 


(a)                                  Right
to Continued Employment: No person shall have any c1aim or right to
be granted a Bonus under the Plan, and the grant of a Bonus under the Plan
shall not be construed as giving any Participant the right to be retained in
the employ of the Company or any subsidiary of the Company, and the Company
expressly reserves the right any time to dismiss a Participant with or without
cause, free from any liability or any claim under the Plan.


 


(b)                                 Non-Transferability: Except by
will or the laws of descent and distribution, no right or interest of any
Participant in the Plan shall be assignable or transferable and no right or
interest of any Participant shall 


 


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be liable for, or subject
to, any lien, obligation or liability of such Participant.


 


(c)                                  Withholding
Taxes: The Company shall have the right to withhold from any payments
payable to Participants under the Plan sufficient amounts to cover tax
withholding from income and employment taxes and, if the amount of cash payment
is insufficient, the Company may require the Participant to pay to it the
balance required to be withheld.


 


(d)                                 Plan
Expenses: Any expenses of administering this Plan shall be
borne by the Company.


 


(e)                                  Legal
Considerations: No person, including a Participant or his or her
Beneficiary, shall have any claim or right to the payment of an award if, in
the opinion of counsel for the Company, such payment does not comply with legal
requirements or is opposed to governmental public policy.


 


(f)                                    Other
Plans: Nothing contained herein shall prevent the Company from establishing
other incentive and benefit plans in which Participants in the Plan may also
participate.


 


(g)                                 No
Warranty of Tax Effect: No opinion shall be deemed to be expressed
or warranties made as to the effect for federal, provincial or local tax
purposes of any Bonuses.


 


(h)                                 Clawback.  Any Bonus paid under the Plan shall be
subject to the general clawback policies of the Company.


 


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