gden-ex101_116.htm

This Third Amendment to Employment Agreement (this “Amendment”) is made and entered into as of the 5th day of August, 2019, by and between Charles Protell (the “Executive”), and Golden Entertainment, Inc., a Minnesota corporation, including its subsidiaries and Affiliates (collectively, the “Company”).

WHEREAS, the Executive and the Company previously entered into that certain Employment Agreement made and entered into as of the 15^th day of November, 2016, as amended by the First Amendment to Employment Agreement made and entered into as of the 10^th day of March, 2017, as further amended by the Second Amendment to Employment Agreement made and entered into as of the 14^th day of March, 2018 (together, the “Agreement”), pursuant to which Executive currently is employed at-will by the Company; and

WHEREAS, the Company and the Executive wish to enter into this Amendment to modify certain terms of the Agreement.

NOW, THEREFORE, in consideration of the mutual promises and covenants and the respective undertakings of the Company and the Executive set forth below, the Company and the Executive agree as follows:

Section 2 of the Agreement is hereby amended by deleting the amount “Six Hundred Thousand Dollars ($600,000)” from such Section and by replacing the same with the amount “Seven Hundred Fifty Thousand Dollars ($750,000)”.

The first sentence of Section 8(a) of the Agreement is hereby amended to read as follows: "The Executive shall serve as President and Chief Financial Officer of the Company."

2.Status of Agreement. Except to the limited extent expressly amended hereby, the Agreement and its terms and conditions remain in full force and effect and unchanged by this Amendment. Capitalized terms used herein but not defined herein shall have the meanings ascribed such terms in the Agreement.

3.Counterparts and Facsimile Signatures. This Amendment may be executed in one or more counterparts hereof, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures are permitted and shall be binding for purposes of this Amendment.

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuant to the due authorization of its Board, the Company has caused this Amendment to be executed in its name and on its behalf, all as of the day and year first written above.

GOLDEN ENTERTAINMENT, INC.:

By: /s/ BLAKE L. SARTINI

Name: Blake L. Sartini

Its: Chief Executive Officer

EXECUTIVE:

By:/s/ CHARLES PROTELL

Charles Protell