Management Contract and Contribution Agreement [Amendment] - World Poker Tour LLC and Steven Lipscomb
AMENDMENT TO
MANAGEMENT CONTRACT AND CONTRIBUTION AGREEMENT
This AMENDMENT TO MANAGEMENT CONTRACT AND CONTRIBUTION AGREEMENT
("AMENDMENT") is entered into as of the 14th day of April, 2004, by and between
WORLD POKER TOUR, LLC, a Delaware limited liability company (the "COMPANY"), and
STEVEN LIPSCOMB, an individual resident of the State of California ("LIPSCOMB"),
to be effective as of December 29, 2003.
RECITALS
A. The Company entered into a Management and Contribution
Agreement (the "AGREEMENT") with Lipscomb dated March 4, 2003 pursuant to which
Lipscomb agreed to serve as Chief Executive Officer (also known as Chief
Manager) of the Company from the date of the Agreement until February 25, 2004.
B. The Company and Lipscomb desire to amend certain provisions of
the Agreement in order to clarify certain provisions relating to the vesting of
forfeiture restrictions on the units of membership interests in the Company that
were granted to Lipscomb under the Agreement.
AGREEMENT
For good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree to amend certain provisions of the
Agreement as follows:
1. CLARIFICATION RELATING TO THE VESTING OF FORFEITURE RESTRICTIONS.
The second sentence of Section 5(A) of the Agreement shall be amended in its
entirety to read as follows:
"Three Thousand Seven Hundred Fifty (3,750) of Lipscomb's Units shall
vest on each of February 25, 2003, February 25, 2004, February 25, 2005
and February 25, 2006; provided, however, that in the event (i) this
Agreement is terminated without Cause (as defined in Section 6 hereof),
(ii) this Agreement is not renewed pursuant to Section 8 hereof on
terms at least as favorable to Lipscomb as the terms of this Agreement,
or (iii) there is a Change of Control (as defined below), then all
non-vested Lipscomb's Units shall vest immediately."
2. RESTATEMENT OF AGREEMENT TERMS. Except as specifically set forth
herein, this Amendment shall have no effect on the terms and conditions set
forth in the Agreement, which terms and conditions shall continue to be of full
force and effect.
<PAGE>
3. DEFINED TERMS. Capitalized terms not otherwise defined herein shall
have the meanings ascribed to such terms in the Agreement.
4. COUNTERPART FAXES. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which, taken
together, shall constitute one document. Faxed signatures shall be deemed
originals.
IN WITNESS WHEREOF, the undersigned have set their hands hereto as of
the date first set forth above.
COMPANY:
WORLD POKER TOUR, LLC LIPSCOMB:
By: /s/ Timothy Cope /s/ Steven Lipscomb
------------------------------- -----------------------------
Name: Timothy Cope Steven Lipscomb
Title: Chief Financial Manager
Lakes Poker Tour, LLC ("LAKES") hereby consents to the clarification set forth
in Section 2 of this Amendment and acknowledges that such clarification shall be
incorporated into the Limited Liability Company Agreement dated March 4, 2002 by
and among Lipscomb, Lakes and the Company for purposes of Section 5.2.5 thereof.
LAKES POKER TOUR, LLC
By: /s/ Timothy Cope
-------------------------------
Name: Timothy Cope
Title: Chief Financial Manager