EXHIBIT 10.34
FIRST AMENDMENT TO AMENDED
CONSULTING AND EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO AMENDED CONSULTING AND EMPLOYMENT AGREEMENT
(this "Amendment") made and entered into as of December 14, 1996 by and
between HILTON HOTELS CORPORATION, a Delaware corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), BALLY
ENTERTAINMENT CORPORATION, a Delaware corporation (together with its
successors and assigns permitted under this Agreement, "Bally"), and ARTHUR
M. GOLDBERG (the "Executive").
WHEREAS, the Executive is the Chairman, President, and Chief Executive
Officer of Bally;
WHEREAS, the Executive, Bally and the Company have entered into an
Amended Consulting and Employment Agreement dated as of the 12th day of
November, 1996 (the "Agreement");
WHEREAS, the Executive, Bally and the Company wish to amend the
Agreement to modify certain provisions relating to the timing of the
Executive's termination of employment with Bally;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, the Company, Bally, and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. DEFINITIONS. Capitalized terms which are not defined in this
Amendment shall have the meanings assigned to them in the Agreement.
2. AMENDMENTS.
2.1. The fifth (5th) "Whereas" clause of the Agreement is amended
and restated so that it reads in its entirety as follows:
"WHEREAS, with Bally's consent and agreement, the
Executive and the Company have determined that the
Executive could best provide his expertise, knowledge,
and assistance to the Company and its business by
having the Executive terminate his employment with
Bally effective as of the close of business on
December 14, 1996 (said date being herein referred to
as the "Termination Date"), by having the Executive
serve as a consultant to the Company beginning on the
day after the Termination Date until the Closing, and
by having the Executive become an employee and officer
of the Company immediately after the Closing; and"
2.2. Section 1(b) of the Agreement is amended and
restated so that it reads in its entirety as follows:
"(b) The Executive's employment with Bally (and
the Executive's positions as an officer and/or employee
with any and all subsidiaries and affiliates of Bally)
shall terminate on the Termination Date."
2.3. Section 1(c) of the Agreement is amended and
restated so that it reads in its entirety as follows:
"(c) From the day after the Termination Date
until the earlier of (i) the Effective Date
(hereinafter defined) or (ii) the date of the
termination of the Acquisition Agreement by the Company
or Bally (the "Initial Consulting Term"), the Executive
shall provide consulting services to the Company at the
request of the President and Chief Executive Officer of
the Company on transitional issues with respect to the
merger of Bally and the Company and other mutually-
agreeable projects, and the Executive shall be paid the
compensation and provided with the benefits,
reimbursements, and perquisites set forth in
Sections 3, 5, 6, and 7 of this Agreement (without
limiting other rights or obligations of the Parties
with respect to the Initial Consulting Term)."
3. EFFECTIVE DATE OF AMENDMENT.
The provisions of this Amendment shall be effective as of the effective
date of the Agreement (as determined in accordance with Section 26 of the
Agreement), as if the provisions of this Amendment had been fully set forth
in the Agreement in lieu of the provisions which they replace.
4. MISCELLANEOUS.
4.1. This Amendment binds and shall operate for the benefit of
each of the Parties and their respective successors and permitted assigns.
4.2. All references made and pronouns used in this Amendment
shall be construed in the singular or plural, and in such gender, as the
sense and circumstances require. Section headings are for convenience only
and shall not affect nor be used in construing this Amendment.
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4.3. This Amendment may be signed in counterparts and by
facsimile, all of which when taken together shall constitute a signed
agreement.
4.4. This Amendment shall be governed by and construed in
accordance with New Jersey law.
4.5. Except as amended by this Amendment, the Agreement shall
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
HILTON HOTELS CORPORATION
By: /s/ STEPHEN F. BOLLENBACH
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[name] STEPHEN F. BOLLENBACH
[title] PRESIDENT & CEO
BALLY ENTERTAINMENT CORPORATION
By: /s/ ARTHUR M. GOLDBERG
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[name]
[title]
/s/ ARTHUR M. GOLDBERG
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ARTHUR M. GOLDBERG
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