THERE WILL BE NO ADVERSE
TAX CONSEQUENCES, INTEREST OR PENALTIES AS A RESULT OF SUCH PAYMENTS, THE
PARTIES HEREBY AGREE TO MODIFY THE TIMING (BUT NOT THE AMOUNT) OF ANY PAYMENT
HEREUNDER TO THE EXTENT NECESSARY TO COMPLY WITH SECTION 409A AND AVOID
APPLICATION OF ANY ADDITIONAL TAXES, OR ANY PENALTIES OR INTEREST THEREUNDER.
THE PROVISIONS OF THIS SECTION 8 SHALL ONLY APPLY IF, AND TO THE EXTENT,
REQUIRED TO COMPLY WITH SECTION 409A IN A MANNER SUCH THAT THE EXECUTIVE IS NOT
SUBJECT TO ADDITIONAL TAXES AND/OR PENALTIES UNDER SECTION 409A.
9.
TERMINATION OF EXISTING EMPLOYMENT
AGREEMENT.
THE COMPANY AND THE EXECUTIVE AGREE THAT THE EMPLOYMENT AGREEMENT AS
WELL AS ANY OTHER PRIOR WRITTEN OR ORAL AGREEMENTS WITH RESPECT TO EMPLOYMENT
SHALL TERMINATE AS OF THE TERMINATION DATE.
UPON THE TERMINATION OF THE
EMPLOYMENT AGREEMENT, NEITHER PARTY TO THE EMPLOYMENT AGREEMENT OR ANY OTHER
PRIOR WRITTEN OR ORAL AGREEMENTS WITH RESPECT TO THE EMPLOYMENT OF THE EXECUTIVE
SHALL HAVE ANY FURTHER RIGHTS OR OBLIGATIONS, EXCEPT THAT (A) THE COMPANY SHALL
REMAIN OBLIGATED TO CONVEY THE REAL AND PERSONAL PROPERTY, AND TO MAKE THE
PAYMENTS, DESCRIBED IN SECTIONS 3 AND 5 OF THIS AMENDMENT, (B) THE EXECUTIVE
SHALL CONTINUE TO BE BOUND BY THE CONFIDENTIALITY PROVISIONS SET FORTH IN
SECTION 6(A) OF THE EMPLOYMENT AGREEMENT, (C) THE EXECUTIVE SHALL REMAIN
ENTITLED TO RECEIVE THE BENEFITS TO THE EXTENT MAINTAINED AND OFFERED BY THE
COMPANY TO WHICH HE WOULD OTHERWISE BE ENTITLED TO RECEIVE IN THE EVENT OF THE
EXPIRATION OF THE EMPLOYMENT AGREEMENT OR TERMINATION OTHER THAN FOR CAUSE
PURSUANT TO THE EMPLOYMENT AGREEMENT IN THE ABSENCE OF THIS AMENDMENT, NAMELY,
THOSE BENEFITS PROVIDED FOR UNDER THE DEFERRED COMPENSATION AGREEMENT, THE
COMPANY'S RETIREMENT PLAN, AND THE INSURANCE POLICIES AS PROVIDED FOR IN
SCHEDULE A OF THIS AMENDMENT.
[Remainder of the Page Blank]
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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the
day and year first above written.
MTR GAMING GROUP, INC.
\s\ Edson R. Arneault
\s\ Donald J. Duffy
Edson R. Arneault
Donald J. Duffy,
Chairman of the Compensation
Committee
\s\ LC Greenwood
LC Greenwood,
Member of the Compensation
Committee
\s\ Edson R. Arneault
Edson R. Arneault
President and Chief Executive
Officer
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