EX-10 4 exh103vannucciadmendment.txt EXH103VANNUCCIADMEND FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT OF ROBERT VANNUCCI This FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT dated as of March 24, 2003 ("FOURTH AMENDMENT"), by and between RIVIERA HOLDINGS CORPORATION ("RHC"), and its wholly-owned subsidiary, RIVIERA OPERATING CORPORATION ("ROC") (collectively the "COMPANY"), and ROBERT VANNUCCI ("EXECUTIVE"). WHEREAS, the parties entered into an Employment Agreement on July 1, 1998 ("AGREEMENT"); WHEREAS, the parties amended the AGREEMENT by way of an AMENDMENT TO EMPLOYMENT AGREEMENT dated October 1, 2000 ("AMENDMENT"); WHEREAS, the parties further amended the AGREEMENT by way of a SECOND AMENDMENT TO EMPLOYMENT AGREEMENT and THIRD AMENDMENT TO EMPLOYMENT AGREEMENT dated July 1, 2002, ("SECOND AMENDMENT"), dated March 3, 2003, ("THIRD AMENDMENT"), respectively; and WHEREAS, the parties desire to further amend its AGREEMENT and amendments thereto by way of this FOURTH AMENDMENT. NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereto agree to amend the AGREEMENT and all amendments thereto as follows: 1. Paragraph 4(b) of the AMENDMENT shall be amended in its entirety to read as follows: (b) Restricted Stock: (i) Commencing April 1, 2003, and continuing for each quarter during the TERM of AGREEMENT, EXECUTIVE shall receive in EXECUTIVE's sole discretion, either a cash payment of $25,000 less applicable taxes, or $25,000 of RHC Restricted Stock from treasury stock at the closing price on the first day of each quarter, or next business day as applicable; and (ii) Commencing April 1, 2003, EXECUTIVE shall receive in EXECUTIVE's sole discretion, either cash or RHC Restricted Stock from treasury stock at the closing price on March 15, of each applicable year, or next business day as applicable, in an amount equal to the EXECUTIVE level incentive earned (e.g., at one-hundred percent (100%), EXECUTIVE awarded an additional $100,000 in RHC Restricted Stock at market price from treasury stock). 2. In the event there is a conflict between this FOURTH AMENDMENT and the AGREEMENT or amendments thereto, the terms of this FOURTH AMENDMENT shall control. 3. Except as changed by this FOURTH AMENDMENT, all other terms and conditions of the AGREEMENT and all amendments thereto shall remain in full force and effect. IN WITNESS WHEREOF, the parties hereto have agreed to this FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT as of the day and year first written above. COMPANY: EXECUTIVE: RIVIERA HOLDINGS CORPORATION ROBERT VANNUCCI and its wholly-owned subsidiary RIVIERA OPERATION CORPORATION By:______________________________ __________________________ WILLIAM L. WESTERMAN ROBERT VANNUCCI Chief Executive Officer