Exhibit 10.23


 


AMENDMENT
TO EMPLOYMENT AGREEMENT


 


This AMENDMENT TO EMPLOYMENT AGREEMENT (this “Amendment”), made this
8th day of September, 2008, by and between MTR Gaming Group, Inc./Presque
Isle Downs, Inc., having an address at State Route 2 South, Chester, West
Virginia 26034 (“MTR/PIDI” or the “Company”), and Patrick J. Arneault, 2525 Rolling
Acres, New Cumberland, WV 26047 (“Executive”).


 


WHEREAS, the
Executive has been employed by the Company in the capacity of Executive Vice President of Development of MTR Gaming Group, Inc. and Presque Isle Downs, Inc.
pursuant to an Employment Agreement between the Company and the Executive dated
August 15, 2007 (the “Agreement”);
and


 


WHEREAS, the
Company has formed a Succession Committee to identify potentially qualified
individuals to succeed Mr. Edson R. Arneault as President and CEO of the
Company as well as to deal with any other succession issues that may arise from
time to time; and


 


WHEREAS, the
Succession Committee, in consultation with the full Board of Directors of the
Company, has determined it would be in the best interests of the Company and
beneficial to the implementation of the Company’s succession plan, to amend the
Agreement by extending the term thereof; and


 


WHEREAS, the
Executive and the Company desire to amend the terms of the Agreement.


 


Now,
therefore, the parties, in reliance upon the mutual promises and covenants
herein contained, do hereby agree as follows, effective as of the date hereof:


 


1.             Amendment to Section 1 of
the Agreement.  Section 1 of the
Agreement is hereby amended and restated in its entirety as follows:


 


“The Company hereby agrees to employ Executive, and Executive agrees to
serve the Company, in the capacity indicated above, for the period commencing
on January 1, 2007 (the “Employment Date”) and ending on the earlier of (A) December 31,
2009, or (B) the date which is, or would be, the one-year anniversary of
the date upon which a new CEO, who shall be Mr. Arneault’s successor,
commences his employment with the Company (such period, subject to earlier
termination  as provided herein, being
referred to as the “Period of Employment”).”


 


2.            Miscellaneous.


 


This Amendment
is further governed by the following provisions:


 


a.             Parties In Interest.  This Amendment shall be binding upon and
inure to the benefit of Executive, and it shall be binding upon and inure to
the benefit of the Company 


 

















 


and any corporation succeeding to all or substantially all of the
business and assets of the Company by merger, consolidation, purchase of assets
or otherwise.


 


b.             Arbitration.  Any disputes arising under the terms of this
Amendment shall be settled by binding arbitration between the parties in
Hancock County, West Virginia in a proceeding held under the rules of the
American Arbitration Association.  In
such proceeding, each party shall choose one arbitrator and the two so chosen
shall choose a third arbitrator.  The
vote of two of the arbitrators shall be sufficient to determine an award.


 


c.             Governing Law.  This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware without giving
effect to the choice of law or conflicts of law rules and laws of such
jurisdiction.


 


d.             Severability.  In the event that any term or condition
contained in this Amendment shall for any reason be held by a court of
competent jurisdiction to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other term
or condition of this Amendment, but this Amendment shall be construed as if
such invalid or illegal or unenforceable term or condition had never been
contained herein.


 


e.             No Other Changes. This
Amendment is not intended to make any other changes to the Agreement.


 


IN WITNESS
WHEREOF, the parties hereto have executed this Amendment as of the day and year
first above written.


 


	
   

  	
   

  	
   

  	
   MTR GAMING GROUP, INC./

   PRESQUE ISLE DOWNS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  \s\ Patrick J. Arneault

  	
   

  	
  By:

  	
  \s\ Edson R. Arneault

  
	
  Patrick J. Arneault

  	
   

  	
   

  	
   Name:

  
	
   

  	
   

  	
   

  	
   Title:

  
					



 


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