Amendment No. 1
The Amendment No. 1, dated as of April 1, 2010 (Amendment),
to the Employment Agreement, dated as of April 1, 2009 (the Agreement)
by and among Six Flags, Inc., Six Flags Operations Inc. and Six Flags
Theme Parks Inc. and Andrew Schleimer.
Capitalized terms used but not defined herein shall have the meanings
ascribed thereto in the Agreement.
W I T N E S S E T H:
WHEREAS, Executive is currently employed by SF pursuant to the
WHEREAS, the Company and Executive desire to modify the terms and
conditions of Executives continued employment by entering into this Amendment;
NOW, THEREFORE, in consideration of the mutual covenants set forth in
this Amendment, it is hereby agreed as follows:
1. Section 3(d) of
the Agreement is hereby amended in its entirety to read as follows:
(d) Equity Awards.
Promptly following a Triggering Event, SF shall issue to Executive under
the Long Term Incentive Plan (as described in the Companys Modified Fourth Amended Joint Plan of
Reorganization under Chapter 11 of the Bankruptcy Code, as it may be further
amended, filed on April 1, 2010 in the United States Bankruptcy Court for
the District of Delaware (the Plan)) restricted shares of SF Common Stock and
options to purchase shares of common stock in an amount and with such vesting
and other terms as mutually agreed to by the Chief Executive Officer and the
2. Section 4(c)(iv) is
hereby amended to by adding the following proviso at the end thereof:
; provided, however,
that any such occurrence resulting directly from
the consummation of the transactions contemplated by the Plan shall not be deemed to constitute Good Reason.
3. Exhibit A to
the Agreement is hereby amended in its entirety to read as provided in Exhibit A
to this Amendment.
4. This Amendment
shall become effective upon the entry of an order of the United States
Bankruptcy Court for the District of Delaware, pursuant to 11 U.S.C. § 365,
authorizing the assumption hereof, which order is contemplated to be part of an
order confirming the Plan, pursuant to 11 U.S.C. § 1129. Until such time as an order authorizing such
assumption is entered, the Agreement shall remain in full force and effect.
5. Except as set forth
in this Amendment, the Agreement remains in full force and effect.
(Signature page follows)
Annual Bonus Parameters
Performance Parameters shall mean the
following, as determined annually by the Board:
(a) Budgeted Adjusted EBITDA: Total budgeted Adjusted EBITDA (as defined in
the Companys earnings releases).
(b) Budgeted Free Cash Flow: Total Budgeted Free Cash Flow (as defined in
the Companys earnings releases).
(c) Budgeted Attendance: Total budgeted attendance.
(d) Budgeted In-Park Net Revenue Per
Capita: Total budgeted in-park net
revenue per capita.
(e) Budgeted Sponsorship/Licensing
Revenue: Total budgeted
Calculation of Annual Bonus:
Any annual bonus payable under Section 3(b) of
this Agreement, shall be determined annually by the compensation committee of
the Board (the Committee) in accordance with the rules below. All determinations by the Committee shall be
final and binding on Executive. All
Adjusted EBITDA and other bonus targets shall be determined by reference to the
Companys Budget for each year as approved by the Board. The Committee shall work with the Chief
Executive Officer to determine appropriate bonus targets for any items that are
not specifically contained in the Companys Budget each year.
1. Subject to the other rules, the
Performance Parameters shall be weighted as follows in determining the amount
of the annual bonus: Budgeted Adjusted
EBITDA: 50% and 12.5% for each of the
remaining Performance Parameters.
2. No annual bonus whatsoever shall be
payable in respect of a given fiscal year if actual Adjusted EBITDA for such
year is less than 90% of Budgeted Adjusted EBITDA.
3. If actual results for a given Performance
Parameter are less than 90% of the Performance Parameter, no amount shall be
payable in respect of such Performance Parameter.
4. If actual Adjusted EBITDA for a given
fiscal year equals or exceeds 90% of Budgeted Adjusted EBITDA, and the results
for any given Performance Parameter (including Budgeted Adjusted EBITDA) equals
or exceeds 90% of the Performance Parameter, then the amount payable in respect
of such parameter shall be determined by multiplying the product of the Target
Bonus and the weight ascribed to the Performance Parameter in Rule 1 above
by the appropriate multiplier below: