-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PzzGLRt11w1gnMnKKYQHKe7rEUpy+2mDEipgB+uAC8qd0c1IYN7Zy7pIL7E4DSbl pRdBUzf4ohuKlC7HKBP2Qw== 0000899647-08-000003.txt : 20080310 0000899647-08-000003.hdr.sgml : 20080310 20080310160100 ACCESSION NUMBER: 0000899647-08-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080310 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20080310 DATE AS OF CHANGE: 20080310 FILER: COMPANY DATA: COMPANY CONFORMED NAME: RIVIERA HOLDINGS CORP CENTRAL INDEX KEY: 0000899647 STANDARD INDUSTRIAL CLASSIFICATION: HOTELS & MOTELS [7011] IRS NUMBER: 880296885 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21430 FILM NUMBER: 08677833 BUSINESS ADDRESS: STREET 1: 2901 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027345110 MAIL ADDRESS: STREET 1: 2901 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89109 8-K 1 rhc8k_031008.txt RHC8K_031008 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report (Date of earliest event reported): March 4, 2008 RIVIERA HOLDINGS CORPORATION (exact name of registrant as specified in its charter) Nevada 000-21430 88-0296885 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 2901 Las Vegas Boulevard Las Vegas, Nevada 89109 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code (702) 794-9527 (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02 Departure of Directors or Certain Officers, Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On March 4, 2008, the Company's Board of Directors approved the Third Amendment to our employment agreementwith William L. Westerman, our Cheif Executive Officer and Chairman of the Board. The Third Amendment provides that effective as of January 1, 2008 Mr. Westerman is eligible to participate in the senior management incentive compensation plan. The Third Amendment also provides for the payment to Mr. Westerman of a discretionary bonus in the amount of $300,000 prior to March 15, 2008, for Mr. Westerman's contribution to our performance in 2007. On March 4, the Company also awarded bonuses to our other Executive Officers, payable prior to March 15, 2008 as follows: (i)Robert Vannucci was awarded a 2007 incentive bonus in the amount of $203,434; and Mark Lefever and Tullio Marchionne were each awarded a 2007 incentive bonus in the amount of $114,761 and a discretionary bonus in the amount of $35,239. In addition to the named Executive Officers, Incentive Bonuses totaling approximately $900,000 were awarded to 113 Riviera Las Vegas and Riviera Black Hawk participants. Item 9.01 Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Not applicable. (d) Exhibits: Exhibit 10.01 William Westerman Employment Agreement Third Amendment dated March 4, 2008 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: March 10, 2008 RIVIERA HOLDINGS CORPORATION By: /s/ Mark Lefever Mark Lefever Treasurer and Chief Financial Officer EX-10 2 exhibit-thirdamendment.txt EXHIBIT10_01WESTERMANTHIRDAMENDMENT THIRD AMENDMENT TO EMPLOYMENT AGREEMENT BETWEEN WILLIAM L. WESTERMAN AND RIVIERA HOLDINGS CORPORATION AND RIVIERA OPERATING CORPORATION This THIRD AMENDMENT dated as of March 4, 2008, to the Employment Agreement by and among RIVIERA HOLDINGS CORPORATION ("RHC"), and its wholly-owned subsidiary, RIVIERA OPERATING CORPORATION ("ROC") (collectively the "Company"), and WILLIAM L. WESTERMAN ("Executive"). WHEREAS, the Parties entered into an Employment Agreement dated as of November 21, 1996 (the "Agreement"), and said Agreement is currently in effect; WHEREAS, on December 6, 2000, the Parties amended the Agreement by way of a First Amendment to Employment Agreement ("First Amendment"); WHEREAS, on July 15, 2003, the Parties again amended the Agreement by way of a Second Amendment to Employment Agreement ("Second Amendment"); WHEREAS, the Company and Executive desire that the terms of the Agreement and amendments thereto be further amended; and WHEREAS, this Third Amendment to Employment Agreement ("Third Amendment"), has been approved by the Company's Board of Directors and Compensation Committee. NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, the parties hereto agree as follows: 1. Paragraph 5 of the Agreement, as amended by the Second Amendment, shall be changed as follows: 5. Incentive Bonus. (a) Effective January 1, 2008, Executive is eligible to participate in the Company's Incentive Compensation Plan (the "Plan"). The Plan provides for an annual target that is established by the Company's Compensation Committee and approved by the Company's full Board of Directors in or around each November of the year preceding the applicable year. Incentive Bonuses are paid prior to March 15 of the year following the year in which the Incentive Bonus is earned. The Plan also provides for awards of discretionary bonuses. (b) Executive shall be paid a discretionary bonus in the amount of $300,000 prior to March 15, 2008, for his contribution to the Company's excellent performance in 2007. 2. Except as amended by this Third Amendment, the terms and conditions of the Agreement, the First Amendment and Second Amendment shall remain in full force and effect. IN WITNESS WHEREOF, the parties have duly executed this Third Amendment as of the day and year first written above. RIVIERA HOLDINGS CORPORATION RIVIERA OPERATING CORPORATION By: _____________________________ By: _____________________________ Mark Lefever, Treasurer Mark Lefever, Treasurer EXECUTIVE - ------------------------------- WILLIAM L. WESTERMAN -----END PRIVACY-ENHANCED MESSAGE-----