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, Isle of Capri Casinos, Inc. (the Company) entered into an
Employment Agreement with James B. Perry, which provides that Mr. Perry
will serve as the Companys Executive Vice Chairman and Chief Executive Officer. Mr. Perry is expected to assume his new
position with the Company on or about March 10, 2008. His appointment is subject to regulatory
approval. Mr. Perry succeeds
Bernard Goldstein as the Companys Chief Executive Officer. Mr. Goldstein will remain the Companys
Chairman of the Board, and will cease being the Companys Chief Executive
Officer upon the commencement of Mr. Perrys employment.
Mr. Perry, age 58,
has been serving as a director of the Company since July, 2007. From July, 2005 until July 1, 2007, Mr. Perry
served as the President and Chief Executive Officer of Trump Entertainment
Resorts, Inc. Mr. Perry also
served as a director of Trump Entertainment and Resorts, Inc. from May,
2005 until July 1, 2007. Mr. Perry
was President of Argosy Gaming Company from April 1997 through July 2002
and Chief Executive Officer of Argosy Gaming Company from April 1997
through May 2003. Mr. Perry also served as a member of the Board of
Directors of Argosy Gaming Company from 2000 to July 2005.
A copy of the Companys
employment agreement with Mr. Perry dated March 4, 2008 (the Employment Agreement), which becomes effective upon the
commencement of his employment with the Company and which describes the terms
of Mr. Perrys employment with the Company, is attached to this Form 8-K
as Exhibit 10.1 and is incorporated
herein by this reference. The following
is a summary of Mr. Perrys compensation, as provided in the Employment
Agreement:
·
Base salary of $800,000 per year;
·
Eligibility to receive an annual cash bonus beginning
in fiscal 2008 based on the achievement of performance targets set by the
Compensation Committee of the Board of Directors of the Company, provided that Mr. Perry
shall receive a minimum annual bonus equal to at least 60% of his base salary
if he meets the minimum targets.
·
An initial stock option grant of 500,000 shares,
vesting 20% per year on the first, second, third, fourth and fifth
anniversaries of the grant date; for vesting purposes only, Mr. Perrys
options granted in this initial grant shall continue to vest in accordance with
the foregoing schedule for such period following the termination of his
employment as he remains a director of the Company.
·
Eligibility to participate in the Companys 2000
Long-Term Stock Incentive Plan and other stock option plans, if any,
established by the Company, to the extent that similarly situated executives of
the Company participate in such plans.
2