Exhibit 10.2


 


ISLE OF CAPRI CASINOS, INC. EMPLOYMENT AGREEMENT


Compliance Addendum - Code Section 409A


 


Executive (“Executive”): Virginia M. McDowell


 


Effective Date of Employment Agreement:  July 30, 2007


 


Effective Date of This Addendum: January 1, 2009


 


Isle
of Capri Casinos, Inc., a corporation organized and existing under the
laws of the State of Delaware (the “Company”), previously entered into an
Employment Agreement with Executive dated the date set forth above (the “Agreement”),
providing for, among other things, the payment or provision of certain amounts
and benefits now subject to Section 409A of the Internal Revenue Code of
1986, as amended (the “Code”).  This
Addendum is intended to comply with the provisions of Code Section 409A
and the final regulations promulgated thereunder and is to be interpreted and
construed in a manner consistent with such intent.  To the extent the provisions of this Addendum
are inconsistent with the provisions of the Agreement, the terms of this
Addendum shall govern.


 


1.                                       Definitions.  Capitalized terms used in this Addendum shall have the meanings
ascribed to them in the Agreement, except:


 


a.                                       For all purposes under the Agreement, the
term “Disability” or “Disabled” shall mean that
Executive by reason of a medically determinable physical or mental impairment
that can be expected to result in death or last for a continuous period of not
less than 12 months (i) has been receiving income replacement benefits for
a period of not less than three months under a separate long-term disability
plan or policy maintained by the Company or an affiliate thereof, or (ii) is
unable to engage in any substantial gainful employment.


 


b.                                      For all purposes under the Agreement, the
term “Termination of Employment” or words of similar import shall mean the
later of the date on which (i) Executive’s employment with the Company and
its affiliates ceases, or (ii) the Company and Executive reasonably
anticipate that Executive will perform no further services for the Company and
its affiliates, whether as a common law employee or independent
contractor.  Notwithstanding the
foregoing, Executive may be deemed to incur a Termination of Employment if she
continues to provide services to the Company or an affiliate, whether as an
employee or an independent contractor, provided such services are not more than
20% of the average level of services performed by such Executive during the
immediately preceding 36-month period.


 


c.                                       The status of Executive as a “Specified
Employee” shall be determined in accordance with the provisions of Code Section 409A
and shall mean that as of her Separation Date, Executive is a “key employee” of
the Company or an affiliate within the meaning of Code Section 416(i),
(ii), or (iii), but determined without regard to paragraph (i)(5) thereof.  If Executive satisfies such requirements as
of a December 31st, she shall be considered a Specified Employee hereunder
during the 12-month period commencing on the immediately following April 1st.


 


2.                                       Specified Employee
Delay.  If Executive is a Specified Employee as of
her Termination of Employment, then any payment due to Executive on account of
such termination shall be made or commence as of the first business day of the
calendar month following such termination, to the extent then permitted under
Code Section 409A.  Any such payment
shall be made in the form prescribed in the Agreement.  Otherwise, payment shall be made at the time
or times and in the form prescribed under the Agreement.  Any payment required to be delayed as
provided in the Agreement, shall be made without liability for interest or
other loss of investment opportunity.


 


3.                                       Payments. Any provision of the Agreement purporting to
provide to the Board of Directors the discretionary authority to determine the
time or times of payment thereunder shall be void and of no effect.


 


4.                                       Reimbursements.  Any reimbursement due to Executive under the Agreement, including
business expense reimbursements under Section 2d thereof, shall be subject
to the following special rules:


 

















 


a.                                       Executive shall claim reimbursement not later
than 90 days after the end of the calendar year in which the expense giving
rise to such claim for reimbursement is incurred.


 


b.                                      The Company shall promptly pay or reimburse
such proper expenses upon receipt of such information and supporting
documentation as it may reasonably request, but not later than December 31st
of the calendar year following the calendar year in which such expenses are
incurred.


 


c.                                       Any claim for reimbursement provided under
the Agreement shall be made no later than two years after Executive’s date of
death, at which time the Company’s obligations to reimburse under the Agreement
shall be extinguished.


 


5.                                       Continuation of
Benefits.   In lieu of the continuation of Executive’s
coverage under the Company’s welfare plans described in Sections 3(a)(ii) and
4(b) of the Agreement, the following shall apply:


 


a.                                       During the period described in Section 3(a)(ii) or
4(b), as the case may be, following Executive’s Termination of Employment,
Executive shall receive continuation coverage for herself and her spouse and
dependents under the Company’s major medical, dental and vision plans
(collectively, the “Medical Plan”), at Executive’s sole expense, consistent
with the level of coverage otherwise in effect as of her Termination Date;
provided that such coverage shall earlier cease in the event Executive, her
spouse or dependents, as the case may be, obtains alternative group coverage
during such period (the “Continuation Period”);


 


b.                                      During the Continuation Period, the Company
shall provide to Executive an amount such that, after the payment of all income
and employment taxes due with respect to such amount, there remains an amount  equal to the Company’s premium
contribution paid with respect to its active employees for the level of
coverage provided to Executive and her spouse and dependents under the Medical
Plan during such period; and


 


c.                                       Nothing contained herein shall be deemed to
offset or otherwise limit the period of continuation coverage otherwise available
to Executive and her spouse or dependents under Code Section 4980B, which
shall be deemed to commence following the end of the Continuation Period and
shall be provided at Executive’s sole expense.


 


This Compliance Addendum was executed in multiple counterparts, each
of which has been deemed an original, as of the dates set forth below, to be
effective as provided above.


 


	
  Executive:

  	
   

  	
  Isle of Capri Casinos, Inc.:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/
  Virginia M. McDowell

  	
   

  	
  By:

  	
  /s/ Ronald Burgess

  
	
   

  	
   

  	
   

  
	
  Date:
  December 24, 2008

  	
   

  	
  Title:
  

  	
  Senior
  Vice President, Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:  

  	
  December 29,
  2008

  
						



 


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