Amendment No. 1 to Harveys Casino Resorts Change of Control Plan

Summary

This amendment, effective February 2, 1999, modifies the Harveys Casino Resorts Change of Control Plan. It clarifies that employees who have both an employment agreement and are participants in the Change of Control Plan will only receive the greater of the severance payments available under either the plan or their employment agreement, not both. It also removes certain non-compete provisions related to a proposed merger with Harveys Acquisition Corporation. All other terms of the original plan remain unchanged.

EX-10.34 8 a2039801zex-10_34.txt EX 10.34 EXHIBIT 10.34 AMENDMENT NO. 1 TO HARVEYS CASINO RESORTS CHANGE OF CONTROL PLAN WHEREAS, Harveys Casino Resorts (the "Company") has previously adopted the Harveys Casino Resorts Change of Control Plan (the "Plan"); and WHEREAS, the Plan provides for the payment of certain benefits if the employment of a Plan participant is terminated in connection with a "Change of Control" (as defined in the Plan); and WHEREAS, certain participants in the Plan are also party to employment agreements with the Company ("Employment Agreements") providing for the payment of severance in the event their employment is terminated under certain circumstances; and WHEREAS, it was at no time the Company's intent that a participant in the Plan who is also party to an Employment Agreement would have the right to receive severance payments under both the Plan and the Employment Agreement; and WHEREAS, Section 13 of the Plan provides that, subject to certain limitations, the Company may amend the Plan at any time. NOW, THEREFORE, the Plan is amended and clarified, effective as of the date hereof, to provide as follows: 1. NO RIGHTS TO DUAL SEVERANCE. Section 4 of the Plan is hereby clarified to provide that a Plan participant who is party to an Employment Agreement providing for the payment of severance compensation in the event of the termination of such participant's employment shall not be entitled to receive both the severance compensation provided under Section 4 of the Plan and the severance compensation provided under the Employment Agreement, but shall instead be entitled to receive only the GREATER of such amounts. 2. COVENANTS TO COMPETE SHALL BE ENFORCEABLE UPON TERMINA TION OF EMPLOYMENT FOLLOWING A CHANGE OF CONTROL. The provisions of Section 9 are hereby deleted and shall be of no force and effect in connection with the proposed merger transaction between the Company and Harveys Acquisition Corporation, a Nevada corporation. 3. REMAINING PLAN PROVISIONS TO REMAIN IN FULL FORCE AND EFFECT. Except as otherwise provided in this Amendment No.1, the terms and conditions of the Plan shall remain in full force and effect. Date: February 2, 1999 HARVEYS CASINO RESORTS By: /s/ CHARLES W. SCHARER ------------------------------------ Name: Charles W. Scharer Title: President and Chief Executive Officer ACKNOWLEDGED AND ACCEPTED AS OF THIS 2nd DAY OF FEBRUARY 1999 /s/ CHARLES W. SCHARER - -------------------------------- Charles W. Scharer /s/ STEPHEN L. CAVALLARO - -------------------------------- Stephen L. Cavallaro /s/ JOHN J. MCLAUGHLIN - -------------------------------- John J. McLaughlin 2