Exhibit 10.6

 

NOTE: Execution of this Adoption Agreement creates a legal liability of the Employer with significant tax consequences to the Employer and Participants. Principal Life Insurance Company disclaims all liability for the legal and tax consequences which result from the elections made by the Employer in this Adoption Agreement.

 

Principal Life Insurance Company, Raleigh, NC 27612

A member of the Principal Financial Group®

 

THE EXECUTIVE NONQUALIFIED “EXCESS” PLAN

 

ADOPTION AGREEMENT

 

THIS AGREEMENT is the adoption by Isle of Capri Casinos, Inc. (the “Company”) of the Executive Nonqualified Excess Plan (“Plan”).

 

WITNESSETH:

 

WHEREAS, the Company desires to adopt the Plan as an unfunded, nonqualified deferred compensation plan; and

 

WHEREAS, the provisions of the Plan are intended to comply with the requirements of Section 409A of the Code and the regulations thereunder and shall apply to amounts subject to section 409A; and

 

WHEREAS, the Company has been advised by Principal Life Insurance Company to obtain legal and tax advice from its professional advisors before adopting the Plan,

 

NOW, THEREFORE, the Company hereby adopts the Plan in accordance with the terms and conditions set forth in this Adoption Agreement:

 

ARTICLE I

 

Terms used in this Adoption Agreement shall have the same meaning as in the Plan, unless some other meaning is expressly herein set forth. The Employer hereby represents and warrants that the Plan has been adopted by the Employer upon proper authorization and the Employer hereby elects to adopt the Plan for the benefit of its Participants as referred to in the Plan. By the execution of this Adoption Agreement, the Employer hereby agrees to be bound by the terms of the Plan.

 

ARTICLE II

 

The Employer hereby makes the following designations or elections for the purpose of the Plan:

 

	
2.6
    	
Committee:
    	
The duties of the   Committee set forth in the Plan shall be satisfied by:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(a)
    	
Company
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(b)
    	
The administrative   committee appointed by the Board to serve at the pleasure of the Board.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(c)
    	
Board.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(d)
    	
Other (specify): The Compensation Committee of the Board, which   shall act as administrator of this plan.
    


 











 

	
2.8
    	
Compensation:
    	
The “Compensation” of a Participant shall mean all of   a Participant’s:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(a)
    	
Base salary.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(b)
    	
Service Bonus.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(c)
    	
Performance-Based Compensation earned in a period of   12 months or more.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(d)
    	
Commissions.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(e)
    	
Compensation received as an Independent Contractor   reportable on Form 1099.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(f)
    	
Other:
    
	
 
    	
 
    	
 
    	
 
    
	
2.9
    	
Crediting Date:
    	
The Deferred Compensation Account of a Participant   shall be credited as follows:
    
	
 
    	
 
    	
 
    	
 
    
	
Participant   Deferral Credits at the time designated below:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(a)
    	
The last business day of each Plan Year.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(b)
    	
The last business day of each calendar quarter   during the Plan Year.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(c)
    	
The last business day of each month during the Plan   Year.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(d)
    	
The last business day of each payroll period during   the Plan Year.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(e)
    	
Each pay day as reported by the Employer.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(f)
    	
On any business day as specified by the Employer.
    
	
 
    	
 
    	
 
    	
 
    
	
Employer Credits   at the time designated below:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(a)
    	
On any business day as specified by the Employer.
    
	
 
    	
 
    	
 
    	
 
    
	
2.13
    	
Effective Date:
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(a)
    	
This is a newly-established Plan, and the Effective Date   of the Plan   is                          .
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(b)
    	
This is an amendment and restatement of a plan named   Isle of Capri Casinos, Inc. 2005 Deferred   Compensation Plan with an effective date of June 1, 1995 and January 1, 2005. The   Effective Date of this amended and restated Plan is March 31,   2014.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
x
    	
(i)
    	
All amounts in Deferred Compensation Accounts shall   be subject to the provisions of this amended and restated Plan.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(ii)
    	
Any Grandfathered Amounts shall be subject to the   Plan rules in effect on October 3, 2004.
    


 

2











 

	
2.20
    	
Normal Retirement Age: The   Normal Retirement Age of a Participant shall be:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(a)
    	
Age        .
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(b)
    	
The later of age       or the            anniversary   of the participation commencement date. The participation commencement date   is the first day of the first Plan Year in which the Participant commenced   participation in the Plan.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(c)
    	
Other: N/A
    
	
 
    	
 
    	
 
    	
 
    
	
2.23
    	
Participating   Employer(s): As of the Effective Date, the following   Participating Employer(s) are parties to the Plan:
    


 

	
 
    	
Name of Employer
    	
 
    	
EIN
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
Isle of Capri Casinos, Inc.
    	
 
    	
41-1659606
    	
 
    


 

	
2.26
    	
Plan:   The name of the Plan is
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
Isle   of Capri Casinos, Inc. Amended and Restated Deferred Compensation Plan
    
	
 
    	
 
    	
 
    	
 
    
	
2.28
    	
Plan   Year: The Plan Year shall end each year on the last day of   the month of December.
    
	
 
    	
 
    	
 
    	
 
    
	
2.30
    	
Seniority   Date: The date on which a Participant has:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(a)
    	
Attained   age       .
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(b)
    	
Completed          Years of Service from First Date of Service.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(c)
    	
Attained age          and   completed         Years of Service   from First Date of Service.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(d)
    	
Not applicable   distribution elections for Separation from Service are not based on Seniority   Date
    


 

3











 

4.1                               Participant Deferral Credits: Subject to the limitations in Section 4.1 of the Plan, a Participant may elect to have his Compensation (as selected in Section 2.8 of this Adoption Agreement) deferred within the annual limits below by the following percentage or amount as designated in writing to the Committee:

 

	
x
    	
(a)
    	
Base salary:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
minimum deferral:
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
maximum deferral:
    	
100
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
x
    	
(b)
    	
Service Bonus:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
minimum deferral:
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
maximum deferral:
    	
100
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
x
    	
(c)
    	
Performance-Based   Compensation:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
minimum deferral:
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
maximum deferral:
    	
100
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
o
    	
(d)
    	
Commissions:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
minimum deferral:
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
maximum deferral:
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
o
    	
(e)
    	
Form 1099   Compensation:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
minimum deferral:
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
maximum deferral:
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
o
    	
(f)
    	
Other:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
minimum deferral:
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
maximum deferral:
    	
 
    	
%
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
o
    	
(g)
    	
Participant deferrals   not allowed.
    


 

4











 

	
4.2
    	
Employer   Credits: Employer Credits will be made in the following   manner:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(a)
    	
Employer   Discretionary Credits: The Employer may make discretionary   credits to the Deferred Compensation Account of each Active Participant in an   amount determined as follows:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
x
    	
(i)
    	
An amount   determined each Plan Year by the Employer.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(ii)
    	
Other:                                                                .
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(b)
    	
Other   Employer Credits: The Employer may make other credits to   the Deferred Compensation Account of each Active Participant in an amount   determined as follows:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(i)
    	
An amount   determined each Plan Year by the Employer.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(ii)
    	
Other:                                                                 .
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(c)
    	
Employer Credits   not allowed.
    
	
 
    	
 
    	
 
    	
 
    
	
5.2
    	
Disability   of a Participant:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(a)
    	
A Participant’s   becoming Disabled shall be a Qualifying Distribution Event and the Deferred Compensation   Account shall be paid by the Employer as provided in Section 7.1.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(b)
    	
A Participant   becoming Disabled shall not be a Qualifying Distribution Event.
    
	
 
    	
 
    	
 
    	
 
    
	
5.3                               Death   of a Participant: If the Participant dies while in Service, the Employer   shall pay a benefit to the Beneficiary in an amount equal to the vested   balance in the Deferred Compensation Account of the Participant determined as   of the date payments to the Beneficiary commence, plus:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(a)
    	
An amount to be   determined by the Committee.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(b)
    	
No additional   benefits.
    


 

5











 

	
5.4
    	
In-Service   or Education Distributions: In-Service and Education   Accounts are permitted under the Plan:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(a)
    	
In-Service   Accounts are allowed with respect to:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
Participant   Deferral Credits only.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
Employer Credits   only.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
x
    	
Participant   Deferral and Employer Credits.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
In-service   distributions may be made in the following manner:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
x
    	
Single lump sum   payment.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
x
    	
Annual   installments over a term certain not to exceed 5 years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Education Accounts are   allowed with respect to:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
Participant   Deferral Credits only.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
Employer Credits   only.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
Participant   Deferral and Employer Credits.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
Education Accounts   distributions may be made in the following manner:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
Single lump sum   payment.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
Annual   installments over a term certain not to exceed                           years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
If applicable, amounts   not vested at the time payments due under this Section cease will be:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
Forfeited
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
x
    	
Distributed at   Separation from Service if vested at that time
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(b)
    	
No In-Service or   Education Distributions permitted.
    
	
 
    	
 
    	
 
    	
 
    
	
5.5
    	
Change   in Control Event:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(a)
    	
Participants may   elect upon initial enrollment to have accounts distributed upon a Change in   Control Event.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(b)
    	
A Change in   Control shall not be a Qualifying Distribution Event.
    
	
 
    	
 
    	
 
    	
 
    
	
5.6
    	
Unforeseeable   Emergency Event:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(a)
    	
Participants may   apply to have accounts distributed upon an Unforeseeable Emergency event.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(b)
    	
An Unforeseeable   Emergency shall not be a Qualifying Distribution Event
    


 

6









 

	
6.               Vesting: An Active Participant shall be   fully vested in the Employer Credits made to the Deferred Compensation   Account upon the first to occur of the following events:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(a)
    	
Normal   Retirement Age.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(b)
    	
Death.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(c)
    	
Disability.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
o
    	
(d)
    	
Change in   Control Event
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
x
    	
(e)
    	
Satisfaction of   the vesting requirement as specified below:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
Employer   Discretionary Credits:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(i)
    	
Immediate 100% vesting.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(ii)
    	
100% vesting   after                Years of Service.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(iii)
    	
100% vesting at   age       .
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
x
    	
(iv)
    	
Other: Immediate   100% vesting unless otherwise specified by the employer at the time of credit.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(v)
    	
Number of Years
    	
 
    	
Vested
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
of Service
    	
 
    	
Percentage
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Less than                                            1
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
1
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
2
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
3
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
4
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
5
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
6
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
7
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
8
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
9
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
10 or more
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
For this purpose, Years of Service of a Participant   shall be calculated from the date designated below:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(1)
    	
First Day of   Service.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(2)
    	
Effective Date   of Plan Participation.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(3)
    	
Each Crediting   Date. Under this option (3), each Employer Credit shall vest based on the   Years of Service of a Participant from the Crediting Date on which each   Employer Discretionary Credit is made to his or her Deferred Compensation   Account.
    


 

7











 

	
 
    	
 
    	
o
    	
Other   Employer Credits:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(i)
    	
Immediate 100%   vesting.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(ii)
    	
100% vesting   after                 Years   of Service.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(iii)
    	
100% vesting at   age       .
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(iv)
    	
Number of Years
    	
 
    	
Vested
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
of Service
    	
 
    	
Percentage
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
Less than                                            1
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
1
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
2
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
3
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
4
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
5
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
6
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
7
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
8
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
9
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
10 or more
    	
 
    	
      %
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
For this purpose, Years of Service of a Participant   shall be calculated from the date designated below:
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(1)
    	
First Day of   Service.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(2)
    	
Effective Date   of Plan Participation.
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
o
    	
(3)
    	
Each Crediting   Date. Under this option (3), each Employer Credit shall vest based on the   Years of Service of a Participant from the Crediting Date on which each   Employer Discretionary Credit is made to his or her Deferred Compensation   Account.
    


 

8











 

	
7.1            Payment Options: Any benefit payable   under the Plan upon a permitted Qualifying Distribution Event may be made to   the Participant or his Beneficiary (as applicable) in any of the following   payment forms, as selected by the Participant in the Participation Agreement:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
(a)
    	
Separation from Service   (Seniority Date is Not Applicable)
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(i)
    	
A lump sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed         years.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
(b)
    	
Separation from Service prior to Seniority Date (If   Applicable)
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
(i)
    	
A lump sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
(ii)
    	
Annual installments over a term certain as elected   by the Participant not to exceed 10   years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(iii)
    	
Not Applicable
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
(c)
    	
Separation from   Service on or After Seniority Date (If Applicable)
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
(i)
    	
A lump sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed 10 years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(iii)
    	
Not Applicable
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
(d)
    	
Separation from Service Upon a Change in Control   Event
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(i)
    	
A lump sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
(e)
    	
Death
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(i)
    	
A lump sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed 5 years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
(f)
    	
Disability
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(i)
    	
A lump sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
(ii)
    	
Annual   installments over a term certain as elected by the Participant not to exceed 5 years.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(iii)
    	
Not applicable.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
If applicable, amounts not vested at the time   payments due under this Section cease will be:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
Forfeited
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
Distributed at Separation from Service if vested at   that time
    
							


 

9











 

	
 
    	
(g)
    	
Change in Control Event
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(i)
    	
A lump sum.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
(ii)
    	
Not applicable.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
If applicable, amounts   not vested at the time payments due under this Section cease will be:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
Forfeited
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
Distributed at   Separation from Service if vested at that time
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
7.4
    	
 
    	
De   Minimis Amounts.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
(a)
    	
Notwithstanding   any payment election made by the Participant, the vested balance in the   Deferred Compensation Account of the Participant will be distributed in a   single lump sum payment at the time designated under the Plan if at the time   of a permitted Qualifying Distribution Event that is either a Separation from   Service, death, Disability (if applicable) or Change in Control Event (if   applicable) the vested balance does not exceed $ 10,000. In addition, the Employer may   distribute a Participant’s vested balance at any time if the balance does not   exceed the limit in Section 402(g)(1)(B) of the Code and results in   the termination of the Participant’s entire interest in the Plan
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(b)
    	
There shall be   no pre-determined de minimis amount under the Plan; however, the Employer may   distribute a Participant’s vested balance at any time if the balance does not   exceed the limit in Section 402(g)(1)(B) of the Code and results in   the termination of the Participant’s entire interest in the Plan.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
10.1
    	
Contractual   Liability: Liability for payments under the Plan shall be   the responsibility of the:
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
x
    	
(a)
    	
Company.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
(b)
    	
Employer or   Participating Employer who employed the Participant when amounts were   deferred.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
14.          Amendment and Termination of Plan: Notwithstanding   any provision in this Adoption Agreement or the Plan to the contrary,   Section 12.2 of the   Plan shall be amended to read as provided in attached   Exhibit              .
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
o
    	
There are no   amendments to the Plan.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
17.9        Construction: The   provisions of the Plan shall be construed and enforced according to the laws   of the State of Missouri,   except to the extent that such laws are superseded by ERISA and the   applicable provisions of the Code.
    


 

10











 

IN WITNESS WHEREOF, this Agreement has been executed as of the day and year stated below.

 

	
 
    	
Isle   of Capri Casinos, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized Person
    
	
 
    	
Date:
    	
9/8/14
    
				


 

The Plan is adopted by the following Participating Employers:

 

	
 
    	
St.   Charles Gaming Company, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
IOC-Kansas   Cit, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
IOC-Boonville, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
IOC   Lula, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
IOC-Natchez, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
					


 

11











 

	
 
    	
Isle   of Capri Marquette, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
Isle   of Capri Bettendorf, LLC
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
PPI, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
CCSC/Blackhawk, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
IOC-PA,   LLC
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
Cape   Girardeau LLC
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
IOC   Caruthersville, LLC
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
								


 

12











 

	
 
    	
IOC   Black Hawk County, Inc.
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
	
 
    	
 
    
	
 
    	
Rainbow   Casino-Vicksburg Partnership LP
    
	
 
    	
Name of Employer
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Sarah   Jackson
    
	
 
    	
Authorized   Person
    
	
 
    	
Date:
    	
9/8/14
    
				


 

13











 

ISLE OF CAPRI CASINOS, INC.

EXECUTIVE NONQUALIFIED EXCESS PLAN

AMENDMENT

(Domestic Relations Order)

 

Whereas, Isle of Capri Casinos, Inc. maintains the Executive Nonqualified Excess Plan, most recently amended and restated in the form of an adoption agreement and related plan document, each sponsored and provided by the Principal Financial Group (the “Plan”), which plan is intended to be a nonqualified deferred compensation plan subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Plan”);

 

Whereas, Section 9.2 of the Plan permits amendment by the Compensation Committee of the Company at any time (the “Committee”)

 

Now, Therefore, Section 12.2 of the Plan shall be replaced, to read in its entirety as follows:

 

“Domestic Relations Orders. Notwithstanding any provision of the Plan to the contrary, the Committee is authorized to comply with any court order purporting to be a “domestic relations order” within the meaning of Code Section 414(p)(1)(B) in any action in which the Plan or the Committee has been named as a party, including any action involving a determination of the rights or interests in a Participant’s benefits under the Plan. In accordance with the foregoing, the Committee shall interpret this provision in a manner that is consistent with Code Section 409A law and shall interpret any court order to determine if it meets the requirements of Code Section 414(p)(1)(B). To the extent the Committee deems a court order to be a “domestic relations order,” payment pursuant to the order shall be made at the time directed therein and in the form of a single-sum payment. Nothing herein shall prohibit the Committee from establishing procedures for determining whether an order is an approved domestic relations order.”

 

This Amendment to the Plan was executed by the Company’s Senior Vice President, Human Resources pursuant to the authority delegated to him by the Committee, to be effective as of the date set forth below.

 

	
 
    	
/s/ Sarah   Jackson
    
	
 
    	
Senior Vice   President, Human Resources
    
	
 
    	
Date:   March 31, 2014