8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): May 31, 2008

Ameristar Casinos, Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)	000-22494 (Commission File Number)	880304799 (I.R.S. Employer Identification No.)
3773 Howard Hughes Parkway, Suite 490S Las Vegas, Nevada (Address of principal executive offices)		89169 (Zip Code)

Registrant’s telephone number, including area code: (702) 567-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Resignation of John M. Boushy as President, Chief Executive Officer and Director.

     On June 2, 2008, Ameristar Casinos, Inc. (the “Company”) issued a press release announcing that John M. Boushy had resigned as the Company’s President and Chief Executive Officer, as well as from his position as a member of the Company’s Board of Directors (the “Board”), each effective as of the close of business on May 31, 2008. In connection with Mr. Boushy’s resignation as a Director, the Board has determined by resolution to reduce the number of Directors comprising the full Board from nine to eight.

(c) Election of Ray H. Neilsen as Chairman of the Board, Gordon R. Kanofsky as Chief Executive Officer and Vice Chairman of the Board, Larry A. Hodges as President and Chief Operating Officer and Peter C. Walsh as Chief Administrative Officer.

     On May 31, 2008, the Board elected Ray H. Neilsen, formerly Co-Chairman and Senior Vice President, to serve as the Company’s Chairman of the Board, and Gordon R. Kanofsky, formerly Co-Chairman and Executive Vice President, to serve as the Company’s Chief Executive Officer and Vice Chairman of the Board. On May 31, 2008, the Board also elected Larry A. Hodges to serve as the Company’s President and Chief Operating Officer. Each of Messrs. Neilsen, Kanofsky and Hodges will continue to serve as Directors; however, in connection with his election as President and Chief Operating Officer, Mr. Hodges will no longer be considered an “independent” Director, as that term is defined in Rule 4200(a)(15) of The Nasdaq Stock Market, Inc.’s listing requirements. On May 31, 2008, the Board also elected Peter C. Walsh to serve as the Company’s Chief Administrative Officer in addition to his previous positions of Senior Vice President, General Counsel and Assistant Secretary.

     Mr. Neilsen, age 44, has been Senior Vice President of the Company since January 2007 and was elected Co-Chairman of the Board in November 2006. He was Vice President of Operations and Special Projects of the Company from February 2006 to January 2007. Prior thereto, he was Senior Vice President and General Manager of Ameristar Vicksburg from June 2000 to February 2006 and Senior Vice President and General Manager of Ameristar Council Bluffs from October 1997 to January 2000. Mr. Neilsen has held other management positions with the Company or its subsidiaries since 1991. As discussed more fully below, Mr. Neilsen is co-executor of the estate of his father, Craig H. Neilsen (the “Neilsen Estate”), and he serves as co-trustee and a member of the board of directors of The Craig H. Neilsen Foundation (the “Neilsen Foundation”), a private charitable foundation that is primarily dedicated to spinal cord injury research and treatment, and has been actively involved as an advisory board member of the Neilsen Foundation since its inception in 2003. Mr. Neilsen serves on the board of directors of Vicksburg Riverfest. He holds a Bachelor of Science degree in History from the Albertson College of Idaho and a Master in Business Administration degree from the Monterey Institute of International Studies. Craig H. Neilsen was the Company’s founder and former Chairman of the Board, Chief Executive Officer and majority stockholder.

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     Mr. Kanofsky, age 53, joined the Company in September 1999 and has been Executive Vice President since March 2002 after initially serving as Senior Vice President of Legal Affairs. He was elected Co-Chairman of the Board in November 2006. As Executive Vice President, Mr. Kanofsky oversaw the Company’s legal, regulatory compliance, business development and governmental affairs departments. Mr. Kanofsky was in private law practice in Washington, D.C. and Los Angeles, California from 1980 to September 1999, primarily focused on corporate and securities matters. While in private practice, he represented the Company beginning in 1993. Mr. Kanofsky is co-executor of the Neilsen Estate and co-trustee and a member of the board of directors of the Neilsen Foundation. He also has been actively involved as an advisory board member of the Neilsen Foundation since its inception in 2003. In addition, he serves on the board of directors of the American Gaming Association and on the Association’s Task Force on Diversity. Mr. Kanofsky is a long-time member of the board of directors of the Southern California chapter of the Cystic Fibrosis Foundation. Mr. Kanofsky is a graduate of the Duke University School of Law and holds an undergraduate degree in History from Washington University in St. Louis.

     Mr. Hodges, age 59, became a Director of the Company in March 1994. Since September 2005, he has been a Managing Director of CRG Partners Group LLC (formerly known as Corporate Revitalization Partners, LLC) (“CRG”), a privately held business management firm. From July 2003 to September 2005, he was a Managing Director of RKG Osnos Partners, LLC, a privately held business management firm that merged with CRG. Mr. Hodges has more than 35 years’ experience in the retail food business. He was President and Chief Executive Officer of Mrs. Fields Original Cookies, Inc. from April 1994 to May 2003, after serving as President of Food Barn Stores, Inc. from July 1991 to March 1994. From February 1990 to October 1991, Mr. Hodges served as president of his own company, Branshan Inc., which engaged in the business of providing management consulting services to food makers and retailers. Earlier, Mr. Hodges was with American Stores Company for 25 years, where he rose to the position of President of two substantial subsidiary corporations. Mr. Hodges’ first management position was Vice President of Marketing for Alpha Beta Co., a major operator of grocery stores in the West. Mr. Hodges holds a Bachelor of Arts degree from California State University, San Bernardino and is a graduate of the Harvard Business School Program for Management Development.

     Mr. Walsh, age 51, joined the Company as Senior Vice President and General Counsel in April 2002. He also serves as Assistant Secretary of the Company. From June 2001 to April 2002, he was in private law practice in Las Vegas, Nevada. Mr. Walsh was Assistant General Counsel of MGM MIRAGE from June 2000 to June 2001, also serving as Vice President of that company from December 2000 to June 2001. He was Assistant General Counsel of Mirage Resorts, Incorporated from 1992 until its acquisition by MGM MIRAGE in May 2000. Prior to joining Mirage Resorts, he was in private law practice in Los Angeles, California from 1981 to 1992. Mr. Walsh is President and a member of the board of directors of Ameristar Cares Foundation, Inc., the Company’s non-profit charitable foundation. Mr. Walsh is a graduate of UCLA School of Law and holds an undergraduate degree in English from Loyola Marymount University in Los Angeles.

     The Neilsen Foundation is a private charitable foundation established by Craig H. Neilsen, the Company’s former Chairman of the Board, Chief Executive Officer and majority

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stockholder, that is primarily dedicated to spinal cord injury research and treatment. Messrs. Neilsen and Kanofsky are the co-trustees and are members of the board of directors of the Neilsen Foundation and devote a portion of their time to its affairs. Each of Messrs. Neilsen and Kanofsky is compensated by the Neilsen Foundation for his services. As part of its charitable giving program, the Company is supportive of the goals and objectives of the Neilsen Foundation and considers the expenditure of time by Company employees on behalf of the Neilsen Foundation without compensation to the Company to be consistent with those goals and objectives. Accordingly, the Audit Committee has waived the Company’s policy requiring the Neilsen Foundation to reimburse the Company for services provided by its employees to the Neilsen Foundation.

     Messrs. Neilsen and Kanofsky are the co-executors of the Neilsen Estate. Since Craig H. Neilsen’s death in November 2006, Messrs. Neilsen and Kanofsky have provided, and they expect to continue to provide for an indefinite period, personal services in connection with the administration of the Neilsen Estate. Mr. Kanofsky is compensated by the Neilsen Estate for his services. The Audit Committee has reviewed the provision of these services to the Neilsen Estate as well as the time and effort devoted by Messrs. Neilsen and Kanofsky on behalf of the Company, and the Audit Committee has determined that it has not detracted and will not detract in any significant manner from the performance of Messrs. Neilsen’s and Kanofsky’s respective duties to the Company, has not resulted and will not result in the Company incurring any incremental payroll or other costs and does not create a conflict of interest. Accordingly, the Audit Committee has waived the Company’s policy to the extent that it would otherwise require reimbursement to the Company with respect to services provided to the Neilsen Estate by Messrs. Neilsen and Kanofsky in their capacities as co-executors of the Neilsen Estate. The Audit Committee will review periodically, not less frequently than annually, the relevant facts and circumstances to determine whether it is appropriate and in the best interest of the Company to rescind this waiver or modify it in any respect.

     Each of the foregoing transactions and relationships was reviewed and approved by the Company’s Audit Committee on May 31, 2008, pursuant to the Board’s related party transactions policy described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2008. This review and approval took place subsequent to the changes in senior management discussed above.

(e) Compensatory Arrangements.

     Executive Employment Agreement — Ray H. Neilsen. In connection with his election as Chairman of the Board, the Company and Mr. Neilsen entered into an Executive Employment Agreement dated as of May 31, 2008 (the “Neilsen Agreement”). Pursuant to the Neilsen Agreement, Mr. Neilsen shall serve as the Company’s Chairman of the Board for a term of one year, with such term automatically extended for successive one-year terms unless either party terminates the Neilsen Agreement not less than 60 days prior to the end of the then-current term.

     In consideration for his service as Chairman of the Board, Mr. Neilsen will receive an annual base salary of $575,000. Mr. Neilsen will also be eligible to receive a discretionary bonus for each fiscal year at a target level of 100% of Mr. Neilsen’s weighted average base salary for the year in question, with the actual bonus ranging from zero to 200% of such salary.

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In addition to the bonus for the year ending December 31, 2008 to which Mr. Neilsen is currently entitled under the Company’s Performance-Based Annual Bonus Plan, Mr. Neilsen shall be entitled to an additional discretionary bonus for the year ending December 31, 2008 in an amount such that, when combined with the bonus, if any, Mr. Neilsen earns under the Performance-Based Annual Bonus Plan, Mr. Neilsen’s total bonus payments for such year equal the amount he would have received under the Performance-Based Annual Bonus Plan for the year had his target annual bonus at the beginning of the year equaled 100% of his 2008 weighted average base salary. Mr. Neilsen is also eligible to receive annual equity awards in accordance with the Company’s equity compensation program and to participate in the Company’s Deferred Compensation Plan. In addition, Mr. Neilsen is entitled to participate in all employee benefit plans and programs made available to similarly situated senior management personnel.

     Mr. Neilsen will be granted a number of non-qualified stock options and restricted stock units during the Company’s next annual equity compensation award cycle, with the number of shares subject to these awards to be determined pursuant to the Company’s equity compensation award program. Mr. Neilsen’s equity award allocation for such grant cycle shall be based upon 200% of his then-current annual base salary. If approved by the Compensation Committee (the “Committee”), these options and restricted stock units will be made subject to the Company’s standard terms and conditions for senior executives and be evidenced by separate award agreements.

     In the event Mr. Neilsen’s employment is terminated by the Company without Cause (as defined in the Neilsen Agreement) or by Mr. Neilsen for Good Reason (as defined in the Neilsen Agreement), Mr. Neilsen shall be entitled to (i) an amount equal to two times his annual base salary in effect at such time, (ii) all amounts earned but unpaid pursuant to the Neilsen Agreement, including in respect of base salary and any bonus earned in respect of the prior year, (iii) such rights to other benefits as may be provided for in applicable written plan documents and agreements, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plans and programs and (iv) continuation of the Company’s primary and supplemental group health insurance for Mr. Neilsen and his eligible dependents for 18 months following the termination or, at the Company’s option, payment to Mr. Neilsen of the economic equivalent thereof.

     If Mr. Neilsen’s employment is terminated by the Company for Cause, by Mr. Neilsen without Good Reason or as a result of Mr. Neilsen’s death or Disability (as defined in the Neilsen Agreement), Mr. Neilsen, his beneficiary or estate, as applicable, shall be entitled to all amounts earned but unpaid pursuant to the Neilsen Agreement, including in respect of base salary and any bonus earned in respect of the prior year.

     Any payments summarized above to be made upon termination of Mr. Neilsen’s employment are subject to Mr. Neilsen (i) signing a release of all claims against the Company and (ii) abiding by the non-competition and non-solicitation provisions of the Neilsen Agreement, which generally provide that he will not engage in certain activities in competition with the Company, and will not solicit or hire Company employees or attempt to divert existing business from the Company, for a period of 12 months following termination of employment. Any such payments, however, are not subject to any obligation of Mr. Neilsen to seek other

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employment, and there shall not be any offset against amounts due to Mr. Neilsen of any remuneration Mr. Neilsen may receive for subsequent employment.

     Any severance and other similar payments that may be made upon termination of Mr. Neilsen’s employment may be delayed to ensure compliance with Section 409A of the Internal Revenue Code (the “Code”).

     Amendment Number 2 to Amended and Restated Executive Employment Agreement — Gordon R. Kanofsky. In connection with his election as Chief Executive Officer and Vice Chairman of the Board, the Company and Mr. Kanofsky entered into an Amendment Number 2 to Amended and Restated Executive Employment Agreement dated as of May 31, 2008 (the “Kanofsky Amendment”) amending that certain Amended and Restated Executive Employment Agreement by and between the Company and Mr. Kanofsky, dated as of March 11, 2002, as previously amended (the “Kanofsky Agreement”). Pursuant to the Kanofsky Amendment, Mr. Kanofsky’s annual base salary shall be increased to $750,000. Mr. Kanofsky will also be eligible to receive a discretionary bonus for each fiscal year at a target level of 100% of Mr. Kanofsky’s weighted average base salary for the year in question, with the actual bonus ranging from zero to 200% of such salary. In addition to the bonus for the year ending December 31, 2008 to which Mr. Kanofsky is currently entitled under the Performance-Based Annual Bonus Plan, Mr. Kanofsky shall be entitled to an additional discretionary bonus for the year ending December 31, 2008 in an amount such that, when combined with the bonus, if any, Mr. Kanofsky earns under the Performance-Based Annual Bonus Plan, Mr. Kanofsky’s total bonus payments for such year equal the amount he would have received under the Company’s Performance-Based Annual Bonus Plan for the year had his target annual bonus at the beginning of the year equaled 100% of his 2008 weighted average base salary.

     Mr. Kanofsky will be granted a number of non-qualified stock options and restricted stock units during the Company’s next annual equity compensation award cycle, with the number of shares subject to these awards to be determined pursuant to the Company’s equity compensation award program. Mr. Kanofsky’s equity award allocation for such grant cycle shall be based upon 200% of his then-current annual base salary. If approved by the Committee, these options and restricted stock units will be made subject to the Company’s standard terms and conditions for senior executives and be evidenced by separate award agreements.

     Also pursuant to the Kanofsky Amendment, any severance and other similar payments that may be made upon termination of Mr. Kanofsky’s employment under the Kanofsky Agreement may be delayed to ensure compliance with Section 409A of the Code.

     Executive Employment Agreement — Larry A. Hodges. In connection with his election as President and Chief Operating Officer, the Company and Mr. Hodges entered into an Executive Employment Agreement dated as of May 31, 2008 (the “Hodges Agreement”). Pursuant to the Hodges Agreement, Mr. Hodges shall serve as the Company’s President and Chief Operating Officer for a term of one year, with such term automatically extended for successive one-year terms unless either party terminates the Hodges Agreement not less than 60 days prior to the end of the then-current term.

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     In consideration for his service as President and Chief Operating Officer, Mr. Hodges will receive an annual base salary of $550,000. Mr. Hodges will also be eligible to receive a discretionary bonus for each fiscal year at a target level of 100% of Mr. Hodges’s weighted average base salary for the year in question, with the actual bonus ranging from zero to 200% of such salary. Mr. Hodges’s bonus for fiscal 2008, if any, will be prorated based on the number of days during the year he was employed as President and Chief Operating Officer. Mr. Hodges is also eligible to receive annual equity awards in accordance with the Company’s equity compensation program and to participate in the Company’s Deferred Compensation Plan. In addition, Mr. Hodges is entitled to participate in all employee benefit plans and programs made available to similarly situated senior management personnel.

     The Company’s Chief Executive Officer will recommend to the Committee that Mr. Hodges be granted a number of non-qualified stock options and restricted stock units during the Company’s next equity compensation award cycle (but in any event no later than July 31, 2008), with the number of shares subject to these awards determined pursuant to the Company’s equity compensation award program. Mr. Hodges’s equity compensation award allocation for such grant cycle shall be based upon 175% of his annual base salary and shall be considered a new-hire grant under the equity compensation award program. If approved by the Committee, these options and restricted stock units will be made subject to the Company’s standard terms and conditions for senior executives and be evidenced by separate award agreements.

     In the event Mr. Hodges’s employment is terminated by the Company without Cause (as defined in the Hodges Agreement) or by Mr. Hodges for Good Reason (as defined in the Hodges Agreement), Mr. Hodges shall be entitled to (i) an amount equal to two times his annual base salary in effect at such time, (ii) all amounts earned but unpaid pursuant to the Hodges Agreement, including in respect of base salary and any bonus earned in respect of the prior year, (iii) such rights to other benefits as may be provided for in applicable written plan documents and agreements, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plans and programs and (iv) continuation of the Company’s primary and supplemental group health insurance for Mr. Hodges and his eligible dependents for 18 months following the termination or, at the Company’s option, payment to Mr. Hodges of the economic equivalent thereof.

     If Mr. Hodges’s employment is terminated by the Company for Cause, by Mr. Hodges without Good Reason or as a result of Mr. Hodges’s death or Disability (as defined in the Hodges Agreement), Mr. Hodges, his beneficiary or estate, as applicable, shall be entitled to all amounts earned but unpaid pursuant to the Hodges Agreement, including in respect of base salary and any bonus earned in respect of the prior year.

     Any payments summarized above to be made upon termination of Mr. Hodges’s employment are subject to Mr. Hodges (i) signing a release of all claims against the Company and (ii) abiding by the non-competition and non-solicitation provisions of the Hodges Agreement, which generally provide that he will not engage in certain activities in competition with the Company, and will not solicit or hire Company employees or attempt to divert existing business from the Company, for a period of 12 months following termination of employment. Any such payments, however, are not subject to any obligation of Mr. Hodges to seek other

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employment, and there shall not be any offset against amounts due to Mr. Hodges of any remuneration Mr. Hodges may receive for subsequent employment.

     Any severance and other similar payments that may be made upon termination of Mr. Hodges’s employment may be delayed to ensure compliance with Section 409A of the Code.

     Amendment Number 2 to Executive Employment Agreement — Peter C. Walsh. In connection with his election as Chief Administrative Officer, the Company and Mr. Walsh entered into an Amendment Number 2 to Executive Employment Agreement dated as of May 31, 2008 (the “Walsh Amendment”) amending that certain Executive Employment Agreement by and between the Company and Mr. Walsh, dated as of March 13, 2002, as previously amended (the “Walsh Agreement”). Pursuant to the Walsh Amendment, effective from January 1, 2008 through May 31, 2008, Mr. Walsh’s annual base salary was increased to $425,000, and effective as of May 31, 2008, Mr. Walsh’s annual base salary was increased to $500,000. Mr. Walsh will also be eligible to receive a discretionary bonus for each fiscal year at a target level of 75% of Mr. Walsh’s weighted average base salary for the year in question, with the actual bonus ranging from zero to 150% of such salary. In addition to the bonus for the year ending December 31, 2008 to which Mr. Walsh is currently entitled under the Performance-Based Annual Bonus Plan, Mr. Walsh shall be entitled to an additional discretionary bonus for the year ending December 31, 2008 in an amount such that, when combined with the bonus, if any, Mr. Walsh earns under the Performance-Based Annual Bonus Plan, Mr. Walsh’s total bonus payments for such year equal the amount he would have received under the Performance-Based Annual Bonus Plan for the year had his target annual bonus at the beginning of the year equaled 75% of his 2008 weighted average base salary.

     Mr. Walsh will be granted a number of non-qualified stock options and restricted stock units during the Company’s next annual equity compensation award cycle, with the number of shares subject to these awards to be determined pursuant to the Company’s equity compensation award program. Mr. Walsh’s equity award allocation for such grant cycle shall be based upon 150% of his then-current annual base salary. If approved by the Committee, these options and restricted stock units will be made subject to the Company’s standard terms and conditions for senior executives and be evidenced by separate award agreements.

     Also pursuant to the Walsh Amendment, any severance and other similar payments that may be made upon termination of Mr. Walsh’s employment under the Walsh Agreement may be delayed to ensure compliance with Section 409A of the Code.

     Thomas M. Steinbauer. The Committee also approved an increase in salary for Thomas M. Steinbauer, the Company’s Senior Vice President of Finance, Chief Financial Officer, Treasurer and Secretary and a member of the Board. Effective January 1, 2008, Mr. Steinbauer’s annual base salary was increased to $425,000. The Committee also approved a supplemental bonus for Mr. Steinbauer. Specifically, in addition to the bonus for the year ending December 31, 2008 to which Mr. Steinbauer is currently entitled under the Performance-Based Annual Bonus Plan, Mr. Steinbauer shall be entitled to an additional discretionary bonus for the year ending December 31, 2008 in an amount such that, when combined with the bonus, if any, Mr. Steinbauer earns under the Performance-Based Annual Bonus Plan, Mr. Steinbauer’s total bonus payments for such year equal the amount he would have received under the Performance-

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Based Annual Bonus Plan for the year had his target annual bonus at the beginning of the year equaled 75% of his 2008 weighted average base salary.

     Separation Agreement and General and Special Release — John M. Boushy. In connection with Mr. Boushy’s resignation, the Company entered into a Separation Agreement and General and Special Release with Mr. Boushy, dated May 31, 2008 (the “Separation Agreement” and, collectively with the Neilsen Agreement, the Kanofsky Amendment, the Hodges Agreement and the Walsh Amendment, the “Agreements”). Pursuant to the Separation Agreement, Mr. Boushy’s employment with the Company terminated effective as of the close of business on May 31, 2008 (the “Separation Date”).

     In consideration of Mr. Boushy’s execution of the Separation Agreement and compliance with his obligations thereunder and under his Executive Employment Agreement dated as of July 28, 2006 (the “Boushy Agreement”), including, but not limited to, continued compliance with certain restrictive covenants set forth in the Boushy Agreement and as modified by the Separation Agreement and described more fully below, the Company agreed to pay Mr. Boushy $1,600,000 (the “Separation Payment”), which represents two times Mr. Boushy’s annual base salary. Subject to the terms of the Boushy Agreement, the Separation Payment shall be payable to Mr. Boushy in equal monthly installments over twenty-four (24) months following the Separation Date at the same frequency as the Company’s regular payroll payments; provided, however, that (i) the first payment shall not be made prior to December 10, 2008 and (ii) such first payment shall include a lump-sum payment of that portion of the Separation Payment that would have been paid on or prior to December 10, 2008, but for the application of the preceding clause (i). Payment of the Separation Payment is contingent on Mr. Boushy not revoking the Separation Agreement prior to June 8, 2008.

     In addition, Mr. Boushy shall be entitled to continuation of coverage under the Company’s primary and supplemental group health insurance, at the Company’s expense, for Mr. Boushy and his eligible dependents for 18 months after the Separation Date, so long as Mr. Boushy timely elects for the continuation of such benefits pursuant to COBRA.

     Pursuant to the Separation Agreement, certain stock options previously granted to Mr. Boushy (defined as the “Three-Year Options” in the Boushy Agreement), to the extent they remain outstanding, (i) shall continue to vest following the Separation Date in accordance with their existing terms as if Mr. Boushy had continued to be employed by the Company until fully vested on January 1, 2009 and (ii) to the extent vested from time to time, shall remain outstanding and exercisable for a period of two years following the Separation Date. In addition, 32,815 shares of unvested restricted stock held by Mr. Boushy as of the Separation Date plus any additional restricted shares awarded as dividend equivalents from and after the date of the Separation Agreement, shall remain outstanding and continue to vest following the Separation Date in accordance with their existing terms as if Mr. Boushy had continued to be employed by the Company through and including January 1, 2009. All other stock options granted to Mr. Boushy that were outstanding and vested as of the Separation Date shall remain outstanding and exercisable for a period of 90 days following the Separation Date.

     Except as specifically set forth above, all stock options and performance share units previously granted to Mr. Boushy that were not vested as of the Separation Date were forfeited and terminated as of the Separation Date without payment of any additional consideration.

     As consideration of Mr. Boushy’s execution of the Separation Agreement and the covenants and agreements of the Company and Mr. Boushy thereunder, effective immediately, the covenants of Mr. Boushy contained in Section 10.2 of the Boushy Agreement were amended as follows: (i) the Restriction Period (as defined in the Boushy Agreement) for purposes of Section 10.2(a), relating to Mr. Boushy’s agreement not to divert any existing business of the Company, and Section 10.2(d), relating to Mr. Boushy’s agreement not to solicit any Company employees, shall be deemed to be twenty-four (24) months following the date of the Separation Agreement, rather than twelve (12) months, (ii) the Restriction Period for purposes of Section 10.2(b) and Section 10.2(c), relating to Mr. Boushy’s agreement not to accept any position, affiliation or assignment with a Competing Business (as defined in the Boushy Agreement), shall be deemed to be six (6) months following the date of the Separation Agreement, rather than twelve (12) months, and (iii) Mr. Boushy shall not be deemed to be in breach of Section 10.2(a) of the Boushy Agreement solely as a result of his engaging in the activities described in Section 10.2(b) or Section 10.2(c) after the date the Restriction Period applicable to Section 10.2(b) and Section 10.2(c) (as modified by the Separation Agreement) expires.

     Pursuant to the Separation Agreement, Mr. Boushy and his heirs, successors and assigns forever released and discharged the Company and its past and present affiliates from any and all causes of action and actions of whatsoever kind and character in any manner whatsoever arising prior to the date of the Separation Agreement.

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     The foregoing summaries of the Agreements are qualified in their entirety by reference to the complete text of the Agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 and are incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     On May 31, 2008, the Board approved an amendment to the Company’s Bylaws to create the executive officer positions of Chairman of the Board, Vice Chairman of the Board and Chief Executive Officer, to update the duties and responsibilities of each executive officer position to more closely reflect their respective duties and responsibilities following the changes to senior management and to correct certain typographical errors. In addition, the Board approved a restatement of the Bylaws. A copy of the Amended and Restated Bylaws is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. Each of the exhibits listed below is incorporated herein in its entirety.

Exhibit	Description
3.1	Amended and Restated Bylaws of Ameristar Casinos, Inc. effective May 31, 2008.
10.1	Executive Employment Agreement by and between Ameristar Casinos, Inc. and Ray H. Neilsen dated as of May 31, 2008.
10.2	Amendment Number 2 to Amended and Restated Employment Agreement by and between Ameristar Casinos, Inc. and Gordon R. Kanofsky dated as of May 31, 2008.
10.3	Executive Employment Agreement by and between Ameristar Casinos, Inc. and Larry A. Hodges dated as of May 31, 2008.
10.4	Amendment Number 2 to Executive Employment Agreement by and between Ameristar Casinos, Inc. and Peter C. Walsh dated as of May 31, 2008.
10.5	Separation Agreement and General and Special Release by and between Ameristar Casinos, Inc. and John M. Boushy dated as of May 31, 2008.
99.1	June 2, 2008 Press Release of Ameristar Casinos, Inc.

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SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Ameristar Casinos, Inc.
By:	/s/ Peter C. Walsh
	Name:	Peter C. Walsh
	Title:	Senior Vice President and General Counsel

Dated: June 2, 2008

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EX-3.1

Exhibit 3.1

AMENDED AND RESTATED

BYLAWS

OF
AMERISTAR CASINOS, INC.

ARTICLE I
STOCKHOLDER MEETINGS

     Section 1.01 Annual Meetings. An annual meeting of the stockholders of the corporation shall be held at 3:00 o’clock in the afternoon on the second Monday of March in each year, commencing in 1994, but if such date is a legal holiday, then on the next succeeding business day, or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which they shall elect, by a plurality of the votes, members of the Board of Directors, and transact such other business as may properly be brought before the meeting. If the election of the Directors is not held on the day designated herein for any annual meeting of the stockholders, or at any adjournment thereof, the president shall cause the election to be held at a special meeting of the stockholders as soon thereafter as is convenient.

     Section 1.02 Special Meetings.

          (a) Except as otherwise required by law and subject to the rights of the holders of Preferred Stock, special meetings of stockholders may be called only by the Board of Directors pursuant to a resolution approved by a majority of the entire Board of Directors, the Chairman of the Board, Chief Executive Officer, or President. Each special meeting shall be held at such date, time and place either within or without the State of Nevada as shall be designated by the Board of Directors or other person calling the meeting at least ten days prior to such meeting.

          (b) Subject to Section 1.12, no business shall be acted upon at a special meeting except as set forth in the notice calling the meeting, unless one of the conditions for the holding of a meeting without notice set forth in Section 1.05 shall be satisfied, in which case any business may be transacted and the meeting shall be valid for all purposes.

     Section 1.03 Place of Meetings. Any meeting of the stockholders of the corporation may be held at its registered office in the State of Nevada or at such other place in or out of the United States as the Board of Directors or other person calling the meeting may designate. A waiver of notice signed by stockholders entitled to vote may designate any place for the holding of such meeting. If no designation is made, the place of meeting shall be the principal executive office of the corporation in the state of Nevada.

     Section 1.04 Notice of Meetings.

          (a) The president, a vice president, the secretary, an assistant secretary or any other individual designated by the Board of Directors shall sign and deliver written notice of any meeting at least ten (10) days, but not more than sixty (60) days, before the date of such meeting. The notice shall state the place, date and time of the meeting and the purpose or purposes for which the meeting is called.

          (b) In the case of an annual meeting, subject to Sections 1.12 and 2.04, any proper business may be presented for action, except that action on any of the following items shall be taken only if the general nature of the proposal is stated in the notice:

(1)	Action with respect to any contract or transaction between the corporation and one or more of its Directors or officers or between the corporation and any corporation, firm or association in which one or more of the corporation’s Directors or officers is a Director or officer or is financially interested;
(2)	Adoption of amendments to the Articles of Incorporation; or
(3)	Action with respect to a merger, share exchange, reorganization, partial or complete liquidation, or dissolution of the corporation.

          (c) A copy of the notice shall be personally delivered or mailed postage prepaid to each stockholder of record entitled to vote at the meeting at the address appearing on the records of the corporation, and the notice shall be deemed delivered the date the same is deposited in the United States mail for transmission to such stockholder. If the address of any stockholder does not appear upon the records of the corporation, it will be sufficient to address any notice to such stockholder at the registered office of the corporation.

          (d) The written certificate of the individual signing a notice of meeting, setting forth the substance of the notice or having a copy thereof attached, the date the notice was mailed or personally delivered to the stockholders and the addresses to which the notice was mailed, shall be prima facie evidence of the manner and fact of giving such notice.

          (e) Any stockholder may waive notice of any meeting by a signed writing, either before or after the meeting.

     Section 1.05 Meeting Without Notice.

          (a) Whenever all persons entitled to vote at any meeting consent, either by:

(1)	A writing on the records of the meeting or filed with the secretary; or
(2)	Presence at such meeting and oral consent entered on the minutes; or

(3) Taking part in the deliberations at such meeting without objection;

The doings of such meeting shall be as valid as if had at a meeting regularly called and noticed.

          (b) At such meeting any business may be transacted which is not excepted from the written consent or to the consideration of which no objection for want of notice is made at the time.

          (c) If any meeting be irregular for want of notice or of such consent, provided a quorum was present at such meeting, the proceedings of the meeting may be ratified and approved and rendered likewise valid and the irregularity or defect therein waived by a writing signed by all parties having the right to vote at such meeting.

          (d) Such consent or approval may be by proxy or attorney, but all such proxies and powers of attorney must be in writing.

     Section 1.06 Determination of Stockholders of Record.

          (a) For the purpose of determining the stockholders entitled to notice of and to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any distribution or the allotment of any rights, or entitled to exercise any rights in respect of any change, conversion, or exchange of stock or for the purpose of any other lawful action, the Directors may fix, in advance, a record date, which shall not be more than sixty (60) days nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action.

          (b) If no record date is fixed, the record date for determining stockholders: (i) entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held; (ii) entitled to express consent to corporate action in writing without a meeting shall be the day on which the first written consent is expressed; and (iii) for any other purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto. A determination of stockholders of record entitled to notice of or to vote at any meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

     Section 1.07 Quorum; Adjourned Meetings.

          (a) Unless the Articles of Incorporation provide for a different proportion, stockholders holding at least a majority of the voting power of the corporation’s stock, represented in person or by proxy, are necessary to constitute a quorum for the transaction of business at any meeting. If, on any issue, voting by classes is required by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, at least a majority of the voting power within each such class is necessary to constitute a quorum of each such class.

          (b) If a quorum is not represented, a majority of the voting power so represented may adjourn the meeting from time to time until holders of the voting power

required to constitute a quorum shall be represented. At any such adjourned meeting at which a quorum shall be represented, any business may be transacted which might have been transacted as originally called. When a stockholder’s meeting is adjourned to another time or place hereunder, notice need not be given of the adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. The stockholders present at a duly convened meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum of the voting power.

     Section 1.08 Voting.

          (a) Unless otherwise provided in the Articles of Incorporation, or in the resolution providing for the issuance of the stock adopted by the Board of Directors pursuant to authority expressly vested in it by the provisions of the Articles of Incorporation, each stockholder of record, or such stockholder’s duly authorized proxy or attorney-in-fact, shall be entitled to one (1) vote for each share of voting stock standing registered in such stockholder’s name on the record date.

          (b) Except as otherwise provided herein, all votes with respect to shares standing in the name of an individual on the record date (included pledged shares) shall be cast only by that individual or such individual’s duly authorized proxy, attorney-in-fact, or voting trustee(s) pursuant to a voting trust. With respect to shares held by a representative of the estate of a deceased stockholder, guardian, conservator, custodian or trustee, votes may be cast by such holder upon proof of capacity, even though the shares do not stand in the name of such holder. In the case of shares under the control of a receiver, the receiver may cast votes carried by such shares even though the shares do not stand in the name of the receiver; provided, that the order of the court of competent jurisdiction which appoints the receiver contains the authority to cast votes carried by such shares. If shares stand in the name of a minor, votes may be cast only by the duly appointed guardian of the estate of such minor if such guardian has provided the corporation with written proof of such appointment.

          (c) With respect to shares standing in the name of another corporation, partnership, limited liability company or other legal entity on the record date, votes may be cast: (i) in the case of a corporation, by such individual as the bylaws of such other corporation prescribe, by such individual as may be appointed by resolution of the Board of Directors of such other corporation or by such individual (including the officer making the authorization) authorized in writing to do so by the chairman of the Board of Directors, president or any vice-president of such corporation and (ii) in the case of a partnership, limited liability company or other legal entity, by an individual representing such stockholder upon presentation to the corporation of satisfactory evidence of his authority to do so.

          (d) Notwithstanding anything to the contrary herein contained, no votes may be cast for shares owned by this corporation or its subsidiaries, if any. If shares are held by this corporation or its subsidiaries, if any, in a fiduciary capacity, no votes shall be cast with respect thereto on any matter except to the extent that the beneficial owner thereof possesses and exercises either a right to vote or to give the corporation holding the same binding instructions on how to vote.

          (e) Any holder of shares entitled to vote on any matter may cast a portion of the votes in favor of such matter and refrain from casting the remaining votes or cast the same against the proposal, except in the case of elections of Directors. If such holder entitled to vote fails to specify the number of affirmative votes, it will be conclusively presumed that the holder is casting affirmative votes with respect to all shares held.

          (f) With respect to shares standing in the name of two or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, husband and wife as community property, tenants by the entirety, voting trustees, persons entitled to vote under a stockholder voting agreement or otherwise and shares held by two or more persons (including proxy holders) having the same fiduciary relationship in respect to the same shares, votes may be cast in the following manner:

(1)	If only one person votes, the vote of such person binds all.
(2)	If more than one person casts votes, the act of the majority so voting binds all.
(3)	If more than one person casts votes, but the vote is evenly split on a particular matter, the votes shall be deemed cast proportionately, as split.

          (g) If a quorum is present, unless the laws of the State of Nevada, the Articles of Incorporation or these Bylaws provide for a different proportion, the affirmative vote of holders of at least a majority of the voting power represented at the meeting and entitled to vote on any matter shall be the act of the stockholders, unless voting by classes is required for any action of the stockholders by the laws of the State of Nevada, the Articles of Incorporation or these Bylaws, in which case the affirmative vote of holders of at least a majority of the voting power of each such class shall be required.

          (h) If at any meeting of the stockholders a vote by written ballot shall be taken on any question, the chairman of such meeting may appoint a judge or judges to act with respect to such vote. Each judge so appointed shall first subscribe an oath faithfully to execute the duties of a judge at such meeting with strict impartiality and according to the best of his ability. Such judges shall decide upon the qualification of the voters and shall report the number of shares represented at the meeting and entitled to vote on such question, shall conduct and accept the votes, and when the voting is completed, shall ascertain and report the number of shares voted respectively for and against the question. Reports of judges shall be in writing and subscribed and delivered by them to the secretary of the corporation. The judges need not be stockholders of the corporation, and any officer of the corporation may be a judge on any question other than a vote for or against a proposal in which he shall have a material interest.

     Section 1.09 Proxies. At any meeting of stockholders, any holder of shares entitled to vote may designate, in a manner permitted by the laws of the State of Nevada, another person or persons to act as a proxy or proxies. No proxy is valid after the expiration of six (6) months from the date of its creation, unless it is coupled with an interest or unless otherwise specified in the proxy. In no event shall the term of a proxy exceed seven (7) years from the date of its

creation. Every proxy shall continue in full force and effect until its expiration or revocation in a manner permitted by the laws of the State of Nevada.

     Section 1.10 Order of Business. At the annual stockholder’s meeting, the regular order of business shall be as follows:

1.	Determination of stockholders present and existence of quorum, in person or by proxy;
2.	Reading and approval of the minutes of the previous meeting or meetings;
3.	Reports of the Board of Directors, and, if any, the president, treasurer and secretary of the corporation;
4.	Reports of committees;
5.	Election of Directors;
6.	Unfinished business;
7.	New business;
8.	Adjournment.

     Section 1.11 Absentees’ Consent to Meetings. Transactions of any meeting of the stockholders are as valid as though had at a meeting duly held after regular call and notice if a quorum is represented, either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote, not represented in person or by proxy (and those who, although present, either object at the beginning of the meeting to the transaction of any business because the meeting has not been lawfully called or convened or expressly object at the meeting to the consideration of matters not included in the notice which are legally required to be included therein), signs a written waiver of notice and/or consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents, and approvals shall be filed with the corporate records and made a part of the minutes of the meeting. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened and except that attendance at a meeting is not a waiver of any right to object to the consideration of matters not properly included in the notice if such objection is expressly made at the time any such matters are presented at the meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of stockholders need be specified in any written waiver of notice or consent, except as otherwise provided in Section 1.04(a) and (b) or Section 1.12 (if applicable) of these Bylaws.

     Section 1.12 Business To Be Conducted At Meeting. Business shall be transacted at the annual meeting only if it is (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (ii) otherwise properly brought before the meeting by or at the direction of the Board of Directors or (iii) brought before the meeting by a

stockholder of record entitled to vote at such meeting who gives advance notice as hereafter provided.

     Any such stockholder may bring such business before the meeting only if written notice of such stockholder’s intent to do so is transmitted to, and received by, the Secretary of the corporation at the principal place of business of the corporation not later than 75 days prior to the anniversary of the date of the immediately preceding annual meeting which was specified in the initial formal notice of such meeting (but if the date of the forthcoming annual meeting is more than 30 days after such anniversary date, such written notice will also be timely if received by the Secretary by the later of the 75th day prior to the forthcoming meeting date and the close of business on the 30th day following the date on which the corporation makes public disclosure of the meeting date). Each notice given by such stockholder shall set forth: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address of the stockholder who intends to propose such business; (iii) a representation that the stockholder is a holder of record, setting forth the shares so held, and intends to appear in person or by proxy as a holder of record at the meeting to propose such business; and (iv) any material interest of the stockholder in such business.

     If the facts show that business was not properly brought before the meeting in accordance with the foregoing provisions, the chairman of the meeting shall so determine and declare to the meeting, whereupon such business shall not be transacted.

     For purposes of this Section 1.12, public disclosure of the date of a forthcoming meeting may be made by the corporation not only by giving formal notice of the meeting but also by notice to a national securities exchange or to the National Association of Securities Dealers, Inc. Automated Quotation System (“NASDAQ”) (if the corporation’s common stock is then listed on such exchange or quoted on NASDAQ), by filing a report under Section 13 or 15(d) of the Securities Exchange Act of 1934 (if the corporation is then subject thereto), by a mailing to stockholders or by a general press release.

ARTICLE II
DIRECTORS

     Section 2.01 Number, Tenure, and Qualifications. Except as otherwise fixed by resolution of the Board of Directors pursuant to the articles of incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect Directors, the authorized number of Directors which shall constitute the whole board shall be not less than three (3) nor more than fifteen (15) subject to the foregoing limitations, the exact authorized number of the Directors shall be fixed (and increased or decreased) from time to time by resolution of the Board of Directors. A Director need not be a stockholder of the corporation.

     Section 2.02 Classification and Elections. Commencing with the annual meeting of stockholders in 1994, the Directors shall be classified, with respect to the time for which they severally hold office, into three classes, as nearly equal in number as possible as the then total number of Directors constituting the entire board permits, pursuant to the provisions of the corporation’s Articles of Incorporation and Section 2.01 hereof. The respective classes of

Directors shall be elected to terms of one, two and three years. At each subsequent annual meeting of stockholders the successors to the class of Directors whose term expires at that meeting shall be elected, by a plurality of the votes cast, to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors have been duly elected and qualified. Any Director may resign at any time upon notice to the corporation. Directors need not be stockholders.

     Section 2.03 Nomination of Directors.

     1. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect Directors, nominations for the election of Directors may be made by the Board of Directors, by a committee appointed by the Board of Directors, or by any stockholder of record at the time of giving of notice provided for herein. However, any stockholder entitled to vote in the election of Directors as provided herein may nominate one or more persons for election as Directors at a meeting only if written notice of such stockholder’s intent to make such nomination or nominations has been delivered to or mailed and received by the secretary of the corporation not later than, (a) with respect to an election to be held at an annual meeting of stockholders, seventy-five (75) days prior to the anniversary date of the immediately preceding annual meeting, provided, however, that in the event that the date of the annual meeting is changed by more than 30 days from such anniversary date, notice by the stockholder to be timely must be received not later than the close of business on the 10th day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (b) with respect to an election to be held at a special meeting of stockholders for the election of Directors, the close of business on the tenth (10th) day following the date on which notice of such meeting is first given to the stockholders. Each such notice shall set forth: (a) the name and address of the stockholder who intends to make the nomination and of the person or persons to be nominated; (b) a representation that the stockholder is a holder of record of stock of the corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice; (c) the class and number of shares of the corporation which are beneficially owned by such stockholder and also which are owned of record by such stockholder; (d) as to the beneficial owner, if any, on whose behalf the nomination is made, (i) the name and address of such person and (ii) the class and number of shares of the corporation which are beneficially owned by such person; (e) a description of all arrangements or understandings between the stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the stockholder; (f) such other information regarding each nominee proposed by such stockholder as would be required to be included in a proxy statement filed pursuant to the proxy rules of the Securities and Exchange Commission, had such nominee been nominated, or intended to be nominated, by the Board of Directors; and (g) the written consent of each nominee to serve as a Director of the corporation if so elected. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the secretary of the corporation, that information required to be set forth in a stockholder’s notice of nomination which pertains to the nominee. The presiding officer of the meeting may refuse to acknowledge the nomination of any person not made in compliance with the foregoing

procedure. Public disclosure of the date of a forthcoming meeting may be made by the corporation in the same fashion prescribed in Section 1.12.

     2. No person shall be eligible to serve as a Director of the corporation unless nominated in accordance with the procedures set forth in this Section 2.04. The presiding officer at the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by this Section 2.04, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

     Notwithstanding the foregoing provisions hereof, a stockholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth herein.

     Section 2.04 Vacancies; Newly Created Directorships. Except as otherwise fixed by resolution of the Board of Directors pursuant to the Articles of Incorporation relating to the authorization of the Board of Directors to provide by resolution for the issuance of Preferred Stock and to determine the rights of the holders of such Preferred Stock to elect Directors, any vacancies on the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, and newly created Directorships resulting from any increase in the authorized number of Directors, may be filled only by a majority vote of the Directors then in office, though less than a quorum, or by a sole remaining Director, and the Director(s) so chosen shall hold office for a term expiring at the next annual meeting of stockholders at which the term of the class to which they have been elected expires, unless sooner displaced. No decrease in the number of Directors constituting the Board of Directors shall shorten the term of any incumbent Directors.

     Section 2.05 Removal of Directors. Subject to any rights of the holders of Preferred Stock, any Director may be removed from office by the affirmative vote of the holders of at least two-thirds (2/3rds) of the voting power of all shares of the corporation entitled to vote generally in the election of Directors (voting as a single class).

     Section 2.06 Annual and Regular Meetings. Immediately following the adjournment of, and at the same place as, the annual or any special meeting of the stockholders at which Directors are elected other than pursuant to Section 2.05 of this Article, the Board of Directors, including Directors newly elected, shall hold its annual meeting without notice, other than this provision, to elect officers and to transact such further business as may be necessary or appropriate. The Board of Directors may provide by resolution the place, date, and hour for holding regular meetings between annual meetings.

     Section 2.07 Special Meetings. Except as otherwise required by law, and subject to the rights, if any, of the holders of Preferred Stock, special meetings of the Board of Directors may be called by the chairman, or if there be no chairman, by the president or secretary and shall be called by the chairman, the president or the secretary upon the request of any two (2) Directors. If the chairman, or if there be no chairman both the president and secretary, refuses or neglects to call such special meeting, a special meeting may be called by notice signed by any two (2) Directors.

     Section 2.08 Place of Meetings. Any regular or special meeting of the Directors of the corporation may be held at such place as the Board of Directors may designate (or in the absence of such designation, as the notice calling such meeting may designate). A waiver of notice signed by Directors may designate any place for the holding of such meeting.

     Section 2.09 Notice of Meetings. Except as otherwise provided in Section 2.07, there shall be delivered to all Directors, at least forty-eight (48) hours before the time of such meeting, a copy of a written notice of any meeting by delivery of such notice personally, by mailing such notice postage prepaid, by telegram, or by facsimile transmission. Such notice shall be addressed in the manner provided for notice to stockholders in Section 1.04(c). If mailed, the notice shall be deemed delivered on the date the same is deposited in the United States mail, postage prepaid. Any Director may waive notice of any meeting, and the attendance of a Director at a meeting and oral consent entered on the minutes of the meeting or taking part in deliberations of the meeting without objection shall constitute a waiver of notice of such meeting. Attendance for the express purpose of objecting to the transaction of business thereat because the meeting is not properly called or convened shall not constitute presence nor a waiver of notice for purposes hereof. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

     Section 2.10 Quorum; Adjourned Meetings.

          (a) A majority of the Directors in office, at a meeting duly assembled, is necessary to constitute a quorum for the transaction of business.

          (b) At any meeting of the Board of Directors where a quorum is not present, a majority of those present may adjourn, from time to time, until a quorum is present, and no notice of such adjournment shall be required. At any adjourned meeting where a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

     Section 2.11 Board of Directors’ Decisions. The affirmative vote of a majority of the Directors present at a meeting at which a quorum is present is the act of the Board of Directors. Voting by proxy shall not be permitted.

     Section 2.12 Telephonic Meetings. Members of the Board of Directors or of any committee designated by the Board of Directors may participate in a meeting of the Board of Directors or committee by means of a telephone conference or similar method of communication by which all persons participating in such meeting can hear each other. Participation in a meeting pursuant to this Section 2.13 constitutes presence in person at the meeting.

     Section 2.13 Action Without Meeting. Any action required or permitted to be taken at a meeting of the Board of Directors or of a committee thereof may be taken without a meeting if, before or after the action, a written consent thereto is signed by all of the members of the Board of Directors or the committee. The written consent may be signed in counterparts and must be filed with the minutes of the proceedings of the Board of Directors or committee.

     Section 2.14 Powers and Duties.

          (a) Except as otherwise restricted in the laws of the State of Nevada or the Articles of Incorporation, the Board of Directors has full control over the affairs of the corporation. The Board of Directors may delegate any of its authority to manage, control or conduct the business of the corporation to any standing or special committee, as more fully set forth in Subsection (d) below, or to any officer or agent and to appoint any persons to be agents of the corporation with such powers, including the power to subdelegate, and upon such terms as may be deemed fit.

          (b) The Board of Directors may present to the stockholders at annual meetings of the stockholders, and when called for by a majority vote of the stockholders at an annual meeting or, subject to Section 1.12, a special meeting of the stockholders shall so present, a full and clear report of the condition of the corporation.

          (c) The Board of Directors, in its discretion, or the officer of the corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot, may submit any contract or act for approval or ratification at any annual meeting of the stockholders or any special meeting properly called for the purpose of considering any such contract or act, provided a quorum is present.

          (d) The Board of Directors may, by resolution passed by a majority of the whole board, designate one or more committees, each committee to consist of one or more of the Directors of the corporation. The board may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Subject to applicable law and to the extent provided in the resolution of the Board of Directors, any such committee shall have and may exercise all the powers of the Board of Directors in the management of the business and affairs of the corporation. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. The committees shall keep regular minutes of their proceedings and report the same to the board when required.

     Section 2.15 Compensation. The Directors shall be paid their expenses of attendance at each meeting of the Board of Directors and any applicable committee and may be paid a fixed fee for attendance at each meeting of the Board of Directors and any applicable committee or a stated salary as Director and member of an applicable committee. Directors may also be provided stock-based compensations or incentives from time to time as determined by the Board of Directors and approved by the stockholders. No such payment shall preclude any Director from serving the corporation in any other capacity and receiving compensation therefor.

     Section 2.16 Order of Business. The order of business at any meeting of the Board of Directors shall be as follows:

1.	Determination of members present and existence of quorum;
2.	Reading and approval of the minutes of any previous meeting or meetings;
3.	Reports of officers and committeemen;
4.	Election of officers (annual meeting);
5.	Unfinished business;
6.	New business;
7.	Adjournment.

     Section 2.17 Presumption of Assent. A Director of the corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention shall be entered in the minutes of the meeting or unless he or she shall file his or her written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent or abstention by registered mail to the secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

ARTICLE III
OFFICERS

     Section 3.01 Election. The Board of Directors, at its annual meeting, shall elect a president, a secretary and a treasurer to hold office for a term of one (1) year or until their successors are chosen and qualify. Any individual may hold two or more offices. The Board of Directors may, from time to time, by resolution, elect one or more other officers, and appoint agents of the corporation, prescribe their duties and fix their compensation.

     Section 3.02 Removal; Resignation. Any officer or agent elected or appointed by the Board of Directors may be removed by it with or without cause. Any officer may resign at any time upon written notice to the corporation. Any such removal or resignation shall be subject to the rights, if any, of the respective parties under any contract between the corporation and such officer or agent.

     Section 3.03 Vacancies. Any vacancy in any office because of death, resignation, removal or otherwise may be filled by the Board of Directors for the unexpired portion of the term of such office.

     Section 3.04 Officer Positions.

          (a) Chairman of the Board. The Board of Directors shall elect a chairman of the board, who shall be a member of the Board of Directors and, unless otherwise specified by a resolution of the Board of Directors, shall be deemed to be an officer of the corporation. The chairman of the board shall preside at all meetings of the Board of Directors and of the

stockholders. In addition, the chairman of the board shall have such powers and perform such other duties as from time to time may be prescribed by the Board of Directors.

          (b) Vice Chairman of the Board. The Board of Directors may elect a vice chairman of the board who shall be a member of the Board of Directors and, unless otherwise specified by a resolution of the Board of Directors, shall be deemed to be an officer of the corporation. The vice chairman of the board shall be vested with all the powers and perform all the duties of the chairman of the board whenever the chairman of the board is absent or unable to act, including presiding at any meeting of the Board of Directors or of the stockholders to the extent the chairman of the board is not able to do so. In addition, the vice chairman of the board shall have such powers and perform such other duties as shall be prescribed by the Board of Directors.

          (c) Chief Executive Officer. The Board of Directors may elect a chief executive officer. The chief executive officer, if one is elected, shall exercise such duties as customarily pertain to the office of chief executive officer, subject to the supervision and control of the Board of Directors, and shall direct the corporate affairs, with full power to execute all resolutions and orders of the Board of Directors not expressly delegated to some other officer or agent of the Corporation. If both the chairman of the board and the vice chairman of the board elect not to preside or are absent, the chief executive officer shall preside at meetings of the stockholders and Board of Directors and perform such other duties as shall be prescribed by the Board of Directors. The chief executive officer shall have full power and authority on behalf of the corporation to attend and to act and to vote, or designate such other officer or agent of the corporation to attend and to act and to vote, at any meetings of the stockholders of any corporation in which the corporation may hold stock and, at any such meetings, shall possess and may exercise any and all rights and powers incident to the ownership of such stock. The Board of Directors, by resolution from time to time, may confer like powers on any person or persons in place of the chief executive officer to exercise such powers for these purposes.

          (d) President. Unless otherwise specified by a resolution of the Board of Directors, the president shall be the chief operating officer of the corporation, subject to the supervision and control of the chief executive officer. The president shall be vested with all the powers and perform all the duties of the chief executive officer whenever the chief executive officer is absent or unable to act or if no chief executive officer has been elected. In addition, the president shall have such powers and perform such other duties as shall be prescribed by the Board of Directors or the chief executive officer.

          (e) Vice Presidents. The Board of Directors may elect one or more vice presidents who shall be vested with all the powers and perform all the duties of the president whenever the president is absent or unable to act and such other duties as shall be prescribed by the Board of Directors or the president.

          (f) Secretary. The secretary shall keep, or cause to be kept, the minutes of proceedings of the stockholders and the Board of Directors in books provided for that purpose. The secretary shall attend to the giving and service of all notices of the corporation, may sign with the president in the name of the corporation all contracts in which the corporation is authorized to enter, shall have the custody or designate control of the corporate seal, shall affix

the corporate seal to all certificates of stock duly issued by the corporation, shall have charge or designate control of stock certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors or appropriate committee may direct, and shall, in general, perform all duties incident to the office of the secretary.

          (g) Assistant Secretaries. The Board of Directors may appoint one or more assistant secretaries who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the secretary.

          (h) Treasurer. The treasurer shall be the chief financial officer of the corporation, subject to the supervision and control of the Board of Directors, and shall have custody of all the funds and securities of the corporation. When necessary or proper, the treasurer shall endorse on behalf of the corporation for collection checks, notes, and other obligations, and shall deposit all monies to the credit of the corporation in such bank or banks or other depository as the Board of Directors may designate, and shall sign all receipts and vouchers for payments made by the corporation. Unless otherwise specified by the Board of Directors, the treasurer may sign with the president all bills of exchange and promissory notes of the corporation, shall also have the care and custody of the stocks, bonds, certificates, vouchers, evidence of debts, securities, and such other property belonging to the corporation as the Board of Directors shall designate, and shall sign all papers required by law, by these Bylaws, or by the Board of Directors to be signed by the treasurer. The treasurer shall enter, or cause to be entered, regularly in the financial records of the corporation, to be kept for that purpose, full and accurate accounts of all monies received and paid on account of the corporation and, whenever required by the Board of Directors, the treasurer shall render a statement of any or all accounts. The treasurer shall at all reasonable times exhibit the books of account to any Director of the corporation and shall perform all acts incident to the position of treasurer subject to the control of the Board of Directors.

          The treasurer shall, if required by the Board of Directors, give bond to the corporation in such sum and with such security as shall be approved by the Board of Directors for the faithful performance of all the duties of treasurer and for restoration to the corporation, in the event of the treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

          (i) Assistant Treasurers. The Board of Directors may appoint one or more assistant treasurers who shall have such powers and perform such duties as may be prescribed by the Board of Directors or the treasurer. The Board of Directors may require an assistant treasurer to give a bond to the corporation in such sum and with such security as it may approve, for the faithful performance of the duties of assistant treasurer, and for restoration to the corporation, in the event of the assistant treasurer’s death, resignation, retirement or removal from office, of all books, records, papers, vouchers, money and other property in the assistant treasurer’s custody or control and belonging to the corporation. The expense of such bond shall be borne by the corporation.

ARTICLE IV
CAPITAL STOCK

     Section 4.01 Issuance. Shares of the corporation’s authorized stock shall, subject to any provisions or limitations of the laws of the State of Nevada, the Articles of Incorporation or any contracts or agreements to which the corporation may be a party, be issued in such manner, at such times, upon such conditions and for such consideration, as shall be prescribed by the Board of Directors.

     Section 4.02 Certificates; Direct Registration System Eligibility.

          (a) Certificates. Ownership in the corporation may be, but shall not be required to be, evidenced by certificates for shares of stock. Any certificates issued by the corporation shall be in such form as shall be prescribed by the Board of Directors and shall be manually signed by or in the name of the corporation by the president or a vice-president and also by the secretary or an assistant secretary (or by any other two officers authorized by the Board of Directors); provided, however, whenever any certificate is countersigned or otherwise authenticated by a transfer agent or transfer clerk and by a registrar (other than the corporation), then a facsimile of the signatures of said officers may be printed or lithographed upon the certificate in lieu of the actual signatures. If the corporation uses facsimile signatures of its officers on its stock certificates, it shall not act as registrar of its own stock, but its transfer agent and registrar may be identical if the institution acting in those dual capacities countersigns any stock certificates in both capacities. Each certificate shall contain the name of the record holder, the number, designation, if any, and class or series of shares represented, a statement or summary of any applicable rights, preferences, privileges or restrictions thereon, and a statement, if applicable, that the shares are assessable. Each certificate shall be numbered. The name and address of the person to whom the shares are issued, the number of shares issued, the date of issue and, if provided by the stockholder, the federal tax identification number of the stockholder, shall be entered in the stock transfer records of the corporation.

          (b) Direct Registration System Eligibility. Notwithstanding anything to the contrary in these Bylaws, at all times that the corporation’s stock is listed on a stock exchange, such shares shall comply with all direct registration system eligibility requirements established by such exchange, including any requirement that shares of the corporation’s stock be eligible for issue in book-entry form. All issuances and transfers of shares of the corporation’s stock shall be entered on the books of the corporation with all information necessary to comply with such direct registration system eligibility requirements, including the name and address of the person to whom the shares are issued or transferred, the number of such shares, and the date of such issue or transfer. Such books and information shall be maintained in a manner consistent with the requirements of the corporation’s direct registration system facility.

     Section 4.03 Surrendered, Lost or Destroyed Certificates. All certificates surrendered to the corporation, except those representing shares of treasury stock, shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been canceled, except that in case of a lost, stolen, destroyed or mutilated certificate, a new one may be issued therefor. However, any stockholder applying for the issuance of a stock certificate in lieu of one alleged to have been lost, stolen, destroyed or mutilated shall, prior to the issuance of a replacement, provide the corporation with his, her or its affidavit of the facts

surrounding the loss, theft, destruction or mutilation and, if required by the Board of Directors, an indemnity bond in an amount not less than twice the current market value of the stock, and upon such terms as the treasurer or the Board of Directors shall require which shall indemnify the corporation against any loss, damage, cost or inconvenience arising as a consequence of the issuance of a replacement certificate.

     Section 4.04 Replacement Certificate. When the Articles of Incorporation are amended in any way affecting the statements contained in the certificates for outstanding shares of capital stock of the corporation or it becomes desirable for any reason, in the discretion of the Board of Directors, including, without limitation, the merger of the corporation with another corporation or the reorganization of the corporation, to cancel any outstanding certificate for shares and issue a new certificate therefor conforming to the rights of the holder, the Board of Directors may order any holders of outstanding certificates for shares to surrender and exchange the same for new certificates within a reasonable time to be fixed by the Board of Directors. The order may provide that a holder of any certificate(s) ordered to be surrendered shall not be entitled to vote, receive distributions or exercise any other rights of stockholders of record until the holder has complied with the order, but the order operates to suspend such rights only after notice and until compliance.

     Section 4.05 Transfer of Shares. No transfer of stock shall be valid as against the corporation except (a) on surrender and cancellation of the certificates therefor accompanied by an assignment or transfer by the registered owner made either in person or under assignment, or (b) by book-entry in accordance with the policies and procedures of the corporation’s direct registration system facility. Whenever any transfer shall be expressly made for collateral security and not absolutely, the collateral nature of the transfer shall be reflected in the entry of transfer in the records of the corporation.

     Section 4.06 Transfer Agent; Registrars. The Board of Directors may appoint one or more transfer agents, transfer clerks and registrars of transfer, which transfer agents, transfer clerks and registrars of transfer shall be eligible to act as such under the direct registration system facility requirements established by the corporation’s stock exchange. The Board of Directors may require all certificates for shares of stock to bear the signature of any such transfer agent, transfer clerk and/or registrar of transfer.

     Section 4.07 Stock Transfer Records. The stock transfer records shall be closed for a period of at least ten (10) days prior to all meetings of the stockholders and shall be closed for the payment of distributions as provided in Article V hereof and during such periods as, from time to time, may be fixed by the Board of Directors, and, during such periods, no stock shall be transferable for purposes of Article V and no voting rights shall be deemed transferred during such periods. Subject to the forgoing limitations, nothing contained herein shall cause transfers during such periods to be void or voidable.

     Section 4.08 Miscellaneous. The Board of Directors shall have the power and authority to make such rules and regulations not inconsistent herewith as it may deem expedient concerning the issue, transfer, and registration of certificates for shares of the corporation’s stock.

ARTICLE V
DISTRIBUTIONS

     Distributions may be declared, subject to the provisions of the laws of the State of Nevada and the Articles of Incorporation, by the Board of Directors at any regular or special meeting and may be paid in cash, property, shares of corporate stock, or any other medium. The Board of Directors may fix in advance a record date, as provided in Section 1.06, prior to the distribution for the purpose of determining stockholders entitled to receive any distribution. The Board of Directors may close the stock transfer books for such purpose for a period of not more than ten (10) days prior to the date of such distribution.

ARTICLE VI
RECORDS; REPORTS; SEAL; AND FINANCIAL MATTERS

     Section 6.01 Records. All original records of the corporation shall be kept by or under the direction of the secretary or at such places as may be prescribed by the Board of Directors.

     Section 6.02 Directors’ and Officers’ Right of Inspection. Every Director and officer shall have the absolute right at any reasonable time for a purpose reasonably related to the exercise of such individual’s duties to inspect and copy all of the corporation’s books, records, and documents of every kind and to inspect the physical properties of the corporation and/or its subsidiary corporations. Such inspection may be made in person or by agent or attorney.

     Section 6.03 Corporate Seal. The Board of Directors may, by resolution, authorize a seal, and the seal may be used by causing it, or a facsimile, to be impressed or affixed or reproduced or otherwise. Except when otherwise specifically provided herein, any officer of the corporation shall have the authority to affix the seal to any document requiring it.

     Section 6.04 Fiscal Year-End. The fiscal year-end of the corporation shall be such date as may be fixed from time to time by resolution of the Board of Directors.

     Section 6.05 Reserves. The Board of Directors may create, by resolution, such reserves as the Directors may, from time to time, in their discretion, think proper to provide for contingencies, or to equalize distributions or to repair or maintain any property of the corporation, or for such other purpose as the Board of Directors may deem beneficial to the corporation, and the Directors may modify or abolish any such reserves in the manner in which they were created.

ARTICLE VII
INDEMNIFICATION

     Section 7.01 Indemnification and Insurance.

          (a) Indemnification of Directors and Officers.

               (i) For purposes of this Article, (A) “Indemnitee” shall mean each Director or officer who was or is a party to, or is threatened to be made a party to, or is otherwise involved in, any Proceeding (as hereinafter defined), by reason of the fact that he or she is or was

a Director or officer of the corporation or is or was serving in any capacity at the request of the corporation as a Director, officer, employee, agent, partner, or fiduciary of, or in any other capacity for, another corporation or any partnership, joint venture, trust, or other enterprise; and (B) “Proceeding” shall mean any threatened, pending, or completed action, or suit (including without limitation an action, suit or proceeding by or in the right of the corporation), whether civil, criminal, administrative, or investigative.

               (ii) Each Indemnitee shall be indemnified and held harmless by the corporation for all actions taken by him or her and for all omissions (regardless of the date of any such action or omission), to the fullest extent permitted by Nevada law, against all expense, liability and loss (including without limitation attorneys’ fees, judgments, fines, taxes, penalties, and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Indemnitee in connection with any Proceeding.

               (iii) Indemnification pursuant to this Section shall continue as to an Indemnitee who has ceased to be a Director or officer and shall inure to the benefit of his or her heirs, executors and administrators.

               (iv) Expenses of officers and Directors incurred in defending a Proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the Director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. Notwithstanding the foregoing, the provisions of this subsection do not affect any rights to advancement of expenses to which corporate personnel other than Directors or officers may be entitled under any contract or otherwise by law.

          (b) Indemnification of Employees and Other Persons. The corporation may, by action of its Board of Directors and to the extent provided in such action, indemnify employees and other persons as though they were Indemnitees.

          (c) Non-Exclusivity of Rights. The rights to indemnification provided in this Article shall not be exclusive of any other rights that any person may have or hereafter acquire under any statute, provision of the corporation’s Articles of Incorporation or Bylaws, agreement, vote of stockholders or Directors, or otherwise.

          (d) Insurance. The corporation may purchase and maintain insurance or make other financial arrangements on behalf of any person who is or was a Director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a Director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise for any liability asserted against him or her and liability and expenses incurred by him or her in his or her capacity as a Director, officer, employee or agent, or arising out of his or her status as

such, whether or not the corporation has the authority to indemnify him or her against such liability and expenses.

          (e) Other Financial Arrangements. The other financial arrangements which may be made by the corporation may include the following (i) the creation of a trust fund; (ii) the establishment of a program of self-insurance; (iii) the securing of its obligation of indemnification by granting a security interest or other lien on any assets of the corporation; (iv) the establishment of a letter of credit, guarantee or surety. No financial arrangement made pursuant to this subsection may provide protection for a person adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable for intentional misconduct, fraud, or a knowing violation of law, except with respect to advancement of expenses or indemnification ordered by a court.

          (f) Other Matters Relating to Insurance or Financial Arrangements. Any insurance or other financial arrangement made on behalf of a person pursuant to this section may be provided by the corporation or any other person approved by the Board of Directors, even if all or part of the other person’s stock or other securities is owned by the corporation. In the absence of fraud:

               (i) the decision of the Board of Directors as to the propriety of the terms and conditions of any insurance or other financial arrangement made pursuant to this section and the choice of the person to provide the insurance or other financial arrangement is conclusive; and

               (ii) the insurance or other financial arrangement:

                    (A) is not void or voidable; and

                    (B) does not subject any Director approving it to personal liability for his action, even if a Director approving the insurance or other financial arrangement is a beneficiary of the insurance or other financial arrangement.

     Section 7.02 Amendment. The provisions of this Article relating to indemnification, shall constitute a contract between the corporation and each of its Directors and officers which may be modified as to any Director or officer only with that person’s consent or as specifically provided in this Section. Notwithstanding any other provision of these Bylaws relating to their amendment generally, any repeal or amendment of this Article which is adverse to any Director or officer shall apply to such Director or officer only on a prospective basis, and shall not limit the rights of an Indemnitee to indemnification with respect to any action or failure to act occurring prior to the time of such repeal or amendment. Notwithstanding any other provision of these Bylaws, no repeal or amendment of these Bylaws shall affect any or all of this Article so as to limit or reduce the indemnification in any manner unless adopted by (a) the unanimous vote of the Directors of the corporation then serving, or (b) by the stockholders as set forth in Article VIII hereof; provided that no such amendment shall have retroactive effect inconsistent with the preceding sentence.

     Section 7.03 Changes in Nevada Law. References in this Article to Nevada law or to any provision thereof shall be to such law as it existed on the date this Article was adopted or as such law thereafter may be changed; provided that (a) in the case of any change which expands the liability of Directors or officers or limits the indemnification rights or the rights to advancement of expenses which the corporation may provide, the rights to limited liability, to indemnification and to the advancement of expenses provided in the corporation’s Articles of Incorporation and/or these Bylaws shall continue as theretofore to the extent permitted by law; and (b) if such change permits the corporation, without the requirement of any further action by stockholders or Directors, to limit further the liability of Directors (or limit the liability of officers) or to provide broader indemnification rights or rights to the advancement of expenses than the corporation was permitted to provide prior to such change, then liability thereupon shall be so limited and the rights to indemnification and the advancement of expenses shall be so broadened to the extent permitted by law.

ARTICLE VIII
AMENDMENT OR REPEAL

     Except as otherwise provided in the Articles of Incorporation and herein, these bylaws, or any of them, may be altered, amended or repealed, and new bylaws may be made, (i) by the board of directors, by vote of a majority of the Directors then in office, acting at any meeting of the board of directors or by written consent, or (ii) by the stockholders, by affirmative vote of at least 80% of the combined voting power of all then outstanding shares of capital stock entitled to vote generally in the election of Directors, at any annual or special meeting of stockholders, provided that notice of such proposed amendment, modification, repeal or adoption is given in the notice of such meeting. Any bylaws made or altered by the stockholders may be altered or repealed by either the board of directors or the stockholders. Notwithstanding the foregoing two sentences, the board of directors shall not be authorized to alter, amend or repeal Sections 1.12, 2.02 and 2.03 of these bylaws.

ARTICLE IX
FOREIGN OWNERSHIP OF COMMON STOCK

     At any time that the corporation is subject to the Merchant Marine Act of 1936, this Article IX shall apply.

     Section 9.01 Definitions. For purposes of this Article IX, the following terms shall have the meanings specified below.

     A Person shall be deemed to be the “beneficial owner” of, or to “beneficially own” shares of common stock to the extent that such Person would be deemed to be the beneficial owner thereof pursuant to Rule 13d-3 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as such rule may be amended from time to time.

     “Citizen” shall mean “citizen of the United States” as such terms are used in the Shipping Act of 1916, as amended from time to time, including Section 2 thereof, 46 U.S.C. Section 802, and the Merchant Marine Act of 1936, as amended from time to time.

     “Non-Citizens” shall mean any Person other than a Citizen.

     “Permitted Percentage” shall mean 24.9% of the shares of common stock from time to time issued and outstanding.

     “Person” shall mean an individual, partnership, corporation, trust or other entity.

     Section 9.02 General. It is the policy of the corporation that Non-Citizens should beneficially own, individually or in the aggregate, no more than the Permitted Percentage of the common stock. If at any time Non-Citizens, individually or on the aggregate, become the beneficial owners of more than the Permitted Percentage of the common stock, then the corporation shall have the power to take the actions prescribed in Sections 9.03, 9.04, 9.05 and 9.06 of this Article IX. The provisions of this Article IX are intended to assure that the corporation remains in continuous compliance with the citizenship requirements of the Merchant Marine Act of 1936, as amended, the Shipping Act of 1916, as amended (collectively, the “Maritime Laws”) and the regulations promulgated thereunder. Any amendments to the Maritime Laws of the regulations relating to the citizenship of vessel owners are deemed to be incorporated herein by reference.

     To the extent necessary to enable the corporation to submit any proof of citizenship required by law or by contract with the United States government (or any agency thereof), the corporation may require the record holders and the beneficial owners of common stock to confirm their citizenship status from time to time, and dividends payable with respect to stock held by such record holder or owned by such beneficial owner may, in the discretion of the Board of Directors, be withheld until confirmation of such citizenship status is received; and the stock transfer records of the corporation shall be maintained in such manner as to enable the percentage of common stock that is beneficially owned by Non-Citizens and by Citizens to be confirmed. The Board of Directors is authorized to take such other ministerial actions or make such interpretations as it may deem necessary or advisable in order to implement the policy set forth in this Section 9.02.

     Section 9.03 Restriction of Transfer. Any transfer, or attempted transfer, of any shares of common stock, the effect of which would be to cause one or more Non-Citizens to beneficially own common stock in excess of the Permitted Percentage, shall be ineffective as against the corporation, and neither the corporation nor its transfer agent shall register such transfer or purported transfer on the stock transfer records of the corporation and neither the corporation nor its transfer agent shall be required to recognize the transferee or purported transferee thereof as a stockholder of the corporation for any purpose whatsoever except to the extent necessary to effect any remedy available to the corporation under this Article IX. A citizenship certificate may be required from all transferees (and from any recipient upon original issuance) of common stock of the corporation and, if such transferee (or recipient) is acting as a fiduciary or nominee for a beneficial owner, such beneficial owner, and registration of transfer (or original issuance) shall be denied upon refusal to furnish such certificate.

     Section 9.04 No Voting Rights; Temporary Withholding of Dividends and Other Distributions. If on any date (including any record date) the number of shares of common stock

that is beneficially owned by Non-Citizens is in excess of the Permitted Percentage (such shares herein referred to as the “Excess Shares”), the corporation shall determine those shares beneficially owned by Non-Citizens that constitute such Excess Shares. The determination of those shares that constitute Excess Shares shall be made by reference to the date or dates such shares were acquired by Non-Citizens, starting with the most recent acquisition of shares of common stock by a Non-Citizen and including, in reverse chronological order of acquisition, all other acquisitions of shares of common stock by Non-Citizens from and after the acquisition of those shares of common stock by a Non-Citizen that first caused the Permitted Percentage to be exceeded. The determination of the corporation as to those shares that constitute the Excess Shares shall be conclusive. Shares deemed to constitute such Excess Shares shall (so long as such excess exists) not be accorded any voting rights and shall not be deemed to be outstanding for purposes of determining the vote required on any matter properly brought before the stockholders of the corporation for a vote thereon. The corporation shall (so long as such excess exists) withhold the payment of dividends and the sharing in any other distribution (upon liquidation or otherwise) in respect of the Excess Shares. At such time as the Permitted Percentage is no longer exceeded, full voting rights shall be restored to any shares previously deemed to be Excess Shares and any dividend or distribution with respect thereto that has been withheld shall be due and paid solely to the record holders of such shares at the time the Permitted Percentage is no longer exceeded.

     Section 9.05 Redemption of Excess Shares. Notwithstanding any other provision of these Bylaws, but subject to the provisions of any resolution of the Board of Directors creating any series of preferred stock or any other class of stock which has a preference over common stock with regard to dividends or upon liquidation, the Excess Shares shall be subject to redemption at any time by the corporation by action of the Board of Directors. The terms and conditions of such redemption shall be as follows:

          (a) The redemption price of the shares to be redeemed pursuant to this Article IX shall be equal to the Fair Market Value of such shares or such other redemption price as required by pertinent state or federal law pursuant to which the redemption is required;

          (b) The redemption price of such shares may be paid in cash, Redemption Securities or any combination thereof;

          (c) If less than all the Excess Shares are to be redeemed, the shares to be redeemed shall be selected in such manner as set forth in Section 9.04 of this Article IX or as otherwise determined by the Board of Directors;

          (d) At least thirty (30) days’ written notice of the Redemption Date shall be given to the record holders of the Excess Shares selected to be redeemed (unless waived in writing by any such holder) provided that the Redemption Date may be the date on which written notice shall be given to record holders if the cash or Redemption Securities necessary to effect the redemption shall have been deposited in trust for the benefit of such record holders and subject to immediate withdrawal by them upon surrender of the stock certificates for the Excess Shares to be redeemed;

          (e) From and after the Redemption Date or such earlier date as mandated by pertinent state or federal law, any and all rights of whatever nature, which may be held by the record holder of Excess Shares selected for redemption (including without limitation any rights to vote or participate in dividends declared on stock of the same class or series as such shares), shall cease and terminate and they shall thenceforth be entitled only to receive the cash or Redemption Securities payable upon redemption; and

          (f) Such other terms and conditions as the Board of Directors shall determine.

          (g) Capitalized terms used in this Section 9.05 of Article IX shall have the meanings provided below:

     “Fair Market Value” of a share of Capital Stock shall mean the average Closing Price for such a share for each of the twenty (20) most recent days during which shares of stock of such class or series shall have been traded preceding the day on which notice of redemption shall have been given pursuant to Paragraph (d) of Section 9.05 of Article IX; provided, however, that if shares of stock of such class or series are not traded on any securities exchange or in the over-the-counter market, “Fair Market Value” shall be determined by the Board of Directors in good faith; and provided, further, however, that “Fair Market Value” as to any stockholder who purchases any stock subject to redemption within one hundred twenty (120) days prior to a Redemption Date shall not (unless otherwise determined by the Board of Directors) exceed the purchase price paid for such shares. “Closing Price” on any day means the reported closing sales price or, in case no such sales takes place, the average of the reported closing bid and asked price on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sales price or average bid and asked quotations for such stock on the principal quotation system then in use, or, if no such prices or quotations are available, the fair market value on the day in questions as determined by the Board of Directors in good faith.

     “Redemption Date” shall mean the date fixed by the Board of Directors for the redemption of any shares of the corporation pursuant to this Section 9.05.

     “Redemption Securities” shall mean any debt or equity securities of the corporation, any subsidiary or any other corporation, or any combination thereof, having such terms and conditions as shall be approved by the Board of Directors and which, together with any cash to be paid as part of the redemption price, in the opinion of any nationally recognized investment banking firm selected by the Board of Directors (which may be a firm which provides other investment banking, brokerage or other services to the corporation), has a value, at the time notice of redemption is given pursuant to Paragraph (d) of Section 9.05 of Article IX, at least equal to the Fair Market Value of the shares to be redeemed pursuant to Article IX (assuming, in the case of Redemption Securities to be publicly traded, such Redemption Securities were fully distributed and subject only to normal trading activity).

     Section 9.06 Determination of Citizenship. In determining the citizenship of the beneficial owners or their transferees of common stock, the corporation may rely on the stock transfer records of the corporation and the citizenship certificates given by beneficial owners or their transferees or any recipients (in the case of original issuance) (in each case whether such certificates have been given on their own behalf or on behalf of others) to prove the citizenship of such beneficial owners, transferees or recipients of the common stock. The determination of the citizenship of beneficial owners and their transferees of the common stock may also be subject to proof in such other way or ways as the corporation may deem reasonable. The corporation may at any time require proof, in addition to the citizenship certificates, of the beneficial owner or proposed transferee of shares of common stock, and the payment of dividends may be withheld, and any application for transfer of ownership on the stock transfer records of the corporation may be refused, until such additional proof is submitted.

     Section 9.07 Severability. Each provision of this Article IX is intended to be severable from every other provision. If any one or more of the provisions contained in this Article IX is held to be invalid, illegal or unenforceable, the validity, legality or enforceability of any other provision of this Article IX shall not be affected, and this Article IX shall be construed as if the provisions held to be invalid, illegal or unenforceable had never been contained therein.

EX-10.1

Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of May 2008 (the “Effective Date”), by and between Ameristar Casinos, Inc., a Nevada corporation, with its principal offices located at 3773 Howard Hughes Parkway, Suite 490S, Las Vegas, Nevada 89169 (the “Company”), and Ray H. Neilsen (the “Executive”).

RECITALS

     WHEREAS, the Company conducts a business in the gaming industry, including the operation of casinos, hotels, restaurants and other similar amenities, and the Executive has substantial expertise and experience in all aspects of the gaming industry; and

     WHEREAS, the Executive has been employed on an at-will basis by the Company as Senior Vice President since January 1, 2007, and has been employed by the Company or its subsidiaries in various management positions since 1991; and

     WHEREAS, the Company desires to continue to employ the Executive pursuant to the terms and conditions of this Agreement, and the Executive has agreed to continue to be employed by the Company on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the Company and the Executive (each individually a “Party” and together the “Parties”) agree as follows:

TERMS AND CONDITIONS

     1. DEFINITIONS. In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

     1.1 “Affiliate” shall mean any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise and, in any event and without limitation of the previous sentence, any Person owning ten percent (10%) or more of the voting securities of another Person shall be deemed to control that Person.

     1.2 “Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement.

     1.3 “Board” shall mean the Board of Directors of the Company.

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     1.4 “Cause” shall mean that the Executive:

     (a) has been formally charged with or convicted of a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude;

     (b) has participated in fraud, embezzlement or other act of dishonesty involving the Company;

     (c) has been found unsuitable to hold a gaming license or has failed in a timely manner to seek or obtain any finding of suitability or other approval by any gaming regulatory authority whose license, finding of suitability or other approval is legally required as a condition of the Executive’s performance of his duties and responsibilities under this Agreement;

     (d) has failed to fulfill or maintain all suitability and character requirements for continued employment by the Company as from time to time may be imposed pursuant to the Company’s Gaming Compliance Program, written Company policies or gaming laws, regulations or orders applicable to the Company or one of its Affiliates;

     (e) in carrying out his duties under this Agreement, has engaged in acts or omissions constituting gross negligence or willful misconduct resulting in, or which, in the good faith opinion of the Board could be expected to result in, substantial economic harm to the Company;

     (f) has failed for any reason, within ten (10) days of receipt by the Executive of written notice thereof from the Company, to correct, cease or alter any action or omission that (i) in the good faith opinion of the Board does or may materially and adversely affect its business or operations, (ii) violates or does not conform with the Company’s policies, standards or regulations or (iii) constitutes a material breach of this Agreement;

     (g) has through willful or grossly negligent conduct disclosed any Confidential Information without authorization except as otherwise permitted by this Agreement, any other agreement between the Parties or any Company policy in effect at the time of disclosure; or

     (h) has failed for any reason, within ten (10) days of receipt by the Executive of written notice thereof from the Company, to correct, cease or alter any action or omission by which the Executive has breached his or her duty of loyalty to the Company.

The Company shall have the burden of proving Cause in any dispute or proceeding between the Company and the Executive.

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     1.5 “Change in Control Severance Plan” shall mean the Ameristar Casinos, Inc. Change in Control Severance Plan, as in effect on the date of this Agreement and as it may be amended from time to time. The terms and conditions of such Plan shall be substantially similar during the Executive’s employment under this Agreement as terms and conditions of comparable deferred compensation arrangements for other senior executive officers of the Company in effect from time to time.

     1.6 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any succeeding provisions of law.

     1.7 “Company Property” shall mean all items and materials provided by the Company to the Executive, or to which the Executive has access, in the course of his employment, including, without limitation, all Confidential Information and all other files, records, documents, drawings, specifications, memoranda, notes, reports, studies, manuals, equipment, keys, computer disks, videotapes, blueprints and other documents and similar items relating to the Company, its Affiliates or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

     1.8 “Compensation Committee” shall mean the Compensation Committee of the Board or Persons performing similar functions.

     1.9 “Competing Business” shall mean any Person engaged in the casino gaming industry directly or through an Affiliate or subsidiary.

     1.10 “Confidential Information” shall mean all Confidential Information as defined in the Company’s Confidentiality and Non-Disclosure Policy as in effect from time to time, the current version of which has been executed by the Executive.

     1.11 “Deferred Compensation Plan” shall mean the Company’s Deferred Compensation Plan, as in effect on the date of this Agreement and as it may be amended from time to time. The terms and conditions of such Plan shall be substantially similar during the Executive’s employment under this Agreement as terms and conditions of comparable deferred compensation arrangements for other senior executive officers of the Company in effect from time to time.

     1.12 “Disability” shall mean a physical or mental incapacity that prevents the Executive from performing, with reasonable accommodation if necessary, the essential functions of his position with the Company for a period of ninety (90) consecutive days as determined: (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant; or (b) by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists, to whom the Executive hereby agrees to submit to medical examinations. In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice.

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Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, the other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party. In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

     1.13 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

     1.14 “Good Reason” as used in this Agreement shall mean and exist if, without the Executive’s prior written consent, one or more of the following events occurs and the Company fails for any reason, within fifteen (15) days of receipt by the Company of written notice thereof from the Executive, to correct, cease or alter any action or omission causing any such event(s):

     (a) the Executive is assigned any significant duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3, including without limitation the requirement that the Executive report to any person other than the Board ;

     (b) the Executive is required to relocate from, or maintain his principal office outside of, a twenty-five (25) mile radius of his principal office location as of the date of this Agreement;

     (c) the Executive’s Base Salary is decreased by the Company;

     (d) during the first twelve (12) months following a Change in Control (as defined in the Change in Control Severance Plan), the failure of the Company to award the Executive an annual bonus equal to at least seventy-five percent (75%) of the average amount of the annualized bonus paid to the Executive for the last two (2) full years;

     (e) the Executive is excluded from participation in any employee benefit or short-term incentive plan or program or his benefits under such plans or programs are materially reduced in violation of Section 4.1 or any other provision of this Agreement;

     (f) the Company fails to pay the Executive any deferred payments that have become payable under the Deferred Compensation Plan;

     (g) the Company fails to reimburse the Executive for business expenses properly incurred in accordance with the Company’s policies, procedures or practices;

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     (h) the Company fails to obtain a written agreement from any assignee of the Company to assume the Company’s obligations under this Agreement and the Indemnification Agreement upon an assignment of this Agreement in a sale of assets constituting a Change in Control;

     (i) a material breach by the Company of its obligations under this Agreement, the Indemnification Agreement or any written plan documents or agreements of the Company defining equity award rights or employee benefit plan rights of the Executive.

If the Company disputes the existence of Good Reason, the Company shall have the burden of proving the absence of Good Reason.

     1.15 “Indemnification Agreement” shall mean that certain Indemnification Agreement currently in effect by and between the Company and the Executive.

     1.16 “Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company or other entity.

     1.17 “Restricted Area” shall mean the areas within a fifty (50) mile radius of any location at which the Company or one of its Affiliates operates a casino, or has publicly announced in good faith an intention to operate a casino, on the date of termination or expiration of the Executive’s employment; provided, however, that (i) if the Company or one of its Affiliates operates a casino, or has publicly announced in good faith an intention to operate a casino, in the Las Vegas Strip and/or Las Vegas Downtown market areas but not in the Las Vegas Locals market area, then the Restricted Area in respect of such casino or casinos shall be applicable only to Las Vegas Strip and Las Vegas Downtown market area casinos, and (ii) if the Company or one of its Affiliates operates a casino, or has publicly announced in good faith an intention to operate a casino, in the Las Vegas Locals market area but not in the Las Vegas Strip and/or Las Vegas Downtown market areas, then the Restricted Area in respect of such casino or casinos shall be applicable only to Las Vegas Locals market area casinos.

     1.18 “Restriction Period” shall mean the period ending twelve (12) months after the termination or expiration of the Term of Employment, regardless of the reason for such termination or expiration.

     1.19 “Term of Employment” shall mean the period specified in Section 2.2.

     2. TERM OF EMPLOYMENT, POSITION AND RESPONSIBILITIES.

     2.1 Employment Continued. The Company hereby continues the employment of the Executive, and the Executive hereby accepts continued employment with the Company, for the Term of Employment, in the position and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and subject to such other conditions as are stated in this Agreement.

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     2.2 Term of Employment. Unless earlier terminated pursuant to the provisions of this Agreement, the initial Term of Employment shall terminate at the close of business on May 30, 2009; provided, however, that the initial Term of Employment shall thereafter automatically be extended for successive one-year terms, unless either Party gives written notice of termination in accordance with Section 12 not less than ninety (90) days prior to the expiration of the then current Term of Employment. In the event that such notice is given, the Executive’s employment shall terminate at the close of business on the last day of the then current Term of Employment and in that event that date shall be the Executive’s last day of employment.

     2.3 Title and Responsibilities.

     (a) During the Term of Employment, the Executive shall be employed as Chairman of the Board of Directors of the Company and will perform such other duties and services as, from time to time, are reasonably required by the Board. The Executive shall have such responsibilities as the Board may direct from time to time. The Executive shall be elected by the Board as a corporate executive officer of the Company at all times during the Term of Employment. The Executive will report directly to the Board. During the Term of Employment, the Company will not reduce the title or responsibilities of the Executive in any material respect.

     (b) During the Term of Employment, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and its subsidiaries and Affiliates and shall use his best efforts, skills and abilities to promote the Company’s interests. Notwithstanding the foregoing, the Executive shall not be precluded from engaging in charitable and community affairs (including, but not limited to the Executive’s continued service as co-trustee and a member of the board of directors of The Craig H. Neilsen Foundation) and managing his personal investments, as long as such activities do not materially detract from the Executive’s performance of his duties under this Agreement. The Executive may serve as a member of the board of directors (or the equivalent) of corporations and other entities, subject to the approval of the Board.

     3. COMPENSATION.

     3.1 Base Salary. During the Term of Employment and effective as of the Effective Date, the Executive shall be entitled to receive a base salary (the “Base Salary”), payable in monthly or more frequent installments as shall be established by the Company as its normal payroll practice from time to time or as required by applicable law, at an annualized rate of no less than Five Hundred and Seventy-Five Thousand Dollars ($575,000), subject to reduction for any and all applicable federal, state and local withholding, social security and unemployment taxes. Such Base Salary shall be reviewed annually as of January 1, beginning January 1, 2009, for possible increase (but

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not decrease), in the discretion of the Compensation Committee. In conducting any such annual review, the Compensation Committee shall consider any change in the Executive’s responsibilities, the performance of the Executive, the financial performance of the Company and other factors deemed pertinent by the Compensation Committee. Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

     3.2 Annual Bonus.

     (a) General. The Executive will be eligible to receive a discretionary bonus for each fiscal year of the Company, beginning with the year ending December 31, 2008, at a target level of one hundred percent (100%) of the Executive’s weighted average Base Salary for such fiscal year (“Annual Bonus”). The actual Annual Bonus awarded will range from zero to two hundred percent (200%) of the Executive’s weighted average Base Salary and will depend upon the Company’s financial performance (including, with respect to the Annual Bonus for the year ending December 31, 2008, Company performance over the entire year), the Executive’s merit performance and such other factors as the Compensation Committee may determine.

     (b) Supplemental 2008 Annual Bonus. In addition to the annual bonus for the year ending December 31, 2008 to which the Executive is currently entitled under the terms of the Company’s Performance-Based Annual Bonus Plan, the Executive shall be entitled to an additional discretionary bonus for the year ending December 31, 2008 in an amount such that, when combined with the annual bonus, if any, the Executive earns under the terms of the Company’s Performance-Based Annual Bonus Plan as in existence prior to the Effective Date, the Executive’s total bonus payments for such year equal the amount the Executive would have received under the Company’s Performance-Based Annual Bonus Plan for the year had the Executive’s target annual bonus at the beginning of the year equaled 100% of his weighted average Base Salary for the year.

     3.3 Deferred Compensation. The Executive shall be eligible to participate in the Company’s Deferred Compensation Plan pursuant to the terms of that plan.

     3.4 Equity Compensation. The Executive will be granted a number of non-qualified stock options and restricted stock units during the Company’s next annual equity compensation award cycle. The number of shares subject to these awards will be determined pursuant to the Company’s equity compensation award program; provided, however, that the Executive’s equity award allocation for such grant cycle shall be based upon 200% of the Executive’s then-current Base Salary and shall reflect an “A” performance grade. If approved by the Compensation Committee, these options and restricted stock units will be made subject to the Company’s standard terms and conditions for senior executives and be evidenced by separate award agreements, the terms of which will exclusively govern the awards. In addition to the above-described

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equity awards, commencing in 2009, the Executive will be eligible to receive annual equity awards based on his position, salary level, performance bonus grade and other factors in accordance with and subject to the terms of the Company’s equity compensation program as in effect from time to time.

     3.5 Change in Control Severance Plan. The Executive shall be eligible to participate in the Change in Control Severance Plan as in effect from time to time.

     4. EMPLOYEE BENEFIT PROGRAMS.

     4.1 Pension and Welfare Benefit Plans. In addition to the benefits provided for in Sections 3.3, 3.4 and 3.5, during the Term of Employment, the Executive shall be entitled to participate in all employee benefit plans and programs made available to similarly situated senior management personnel of the Company generally, as such programs may be in effect from time to time, including, without limitation, pension and other retirement plans, profit sharing plans, group life insurance, group health insurance, group health supplemental insurance coverage through the Company’s Exec-U-Care Medical Plan or a substitute plan, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations, paid time off, holidays, severance and change in control plans and programs and other employee benefit programs as such plans and programs are exclusively described in written plan and program documents, subject to the eligibility criteria, rules, plan provisions and regulations applicable to such plans and programs and to the provisions of ERISA and the Code. The Executive shall be eligible for primary and supplemental group health insurance beginning on his or her first day of employment. Nothing contained herein shall be construed as negating or limiting the ability of the Company to amend, modify or terminate any employee benefit programs or plans, in its sole discretion. The Executive’s wage income subject to income taxation will include certain imputed amounts in respect of the life insurance benefits and primary group health plan benefits provided by the Company without cost to the Executive, but the Executive will not be required to contribute to the cost of these programs except as set forth in the last sentence of this Section. The amount of imputed income in respect of the primary group health plan benefits will be measured by the premium contribution that otherwise would be due from the Executive under the provisions of the plan but for the Company’s waiver of the Executive’s contribution requirements. The Executive will be responsible for making payment through payroll deduction of premiums for group long-term disability coverage if the Executive elects to enroll for such coverage; provided, however, that in such event, the gross amount of each payroll installment received by the Executive will be increased by an amount equal to any long-term disability premium deducted from such installment.

     4.2 Responsibility for Tax Liabilities. Except as may otherwise be expressly provided in this Agreement, the Company shall not be responsible in any way for any income or other tax liabilities of the Executive due in connection with the receipt by the Executive of any compensation, benefits or perquisites from the Company.

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     5. BUSINESS EXPENSE REIMBURSEMENT AND PERQUISITES.

     5.1 Expense Reimbursement. During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, including any relocation expenses in accordance with Company policies, subject to providing the proper documentation of such expenses and to Company policies in effect from time to time with respect thereto.

     5.2 Perquisites. During the Term of Employment, the Executive shall also be entitled, in accordance with Company policies in effect from time to time, to the following perquisites:

     (a) hotel, food and beverage complimentary privileges for business and personal use at the properties operated by the Company’s subsidiaries; and

     (b) complimentary use of the Company’s condominiums in Sun Valley, Idaho, for so long as the Company leases such condominiums.

     6. TERMINATION OF EMPLOYMENT.

     6.1 Termination Due to Death or Disability. The Executive’s employment shall be terminated immediately in the event of his or her death or Disability; provided, however, that no termination on account of the Executive’s Disability will occur to the extent that the Executive’s Disability is protected by the provisions of applicable federal, state or local law. In the event of a termination due to the Executive’s death or Disability, the Executive or his or her beneficiary designated pursuant to Section 14, or if none, his or her estate, as the case may be, shall be entitled, in consideration of the Executive’s obligations under Section 8 and in lieu of any other compensation whatsoever, to:

     (a) earned but unpaid Base Salary at the time of his or her death or Disability;

     (b) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which death or Disability occurs, but not yet paid;

     (c) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;

     (d) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;

     (e) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without

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limitation, documents and agreements defining equity award rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements; and

     (f) any and all amounts owed by the Company under Sections 6.1(a), 6.1(b), 6.1(c) and 6.1(d) shall be paid by the Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Section 6.1(e) shall be paid at the later of sixty (60) days following the date of termination or the date(s) specified under the applicable written plan documents or agreements.

     6.2 Termination by the Company for Cause. The Company may terminate the Executive’s employment for Cause at any time during the Term of Employment by giving written notice to the Executive that the Company intends to terminate his or her employment for Cause. In the event of a termination for Cause, the Executive shall be entitled, in consideration of the Executive’s obligations under Section 8 and in lieu of any other compensation whatsoever, to:

     (a) earned but unpaid Base Salary through the date of termination of employment;

     (b) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;

     (c) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;

     (d) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;

     (e) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements; and

     (f) any and all amounts owed by the Company under Sections 6.2(a), 6.2(b), 6.2(c) and 6.2(d) shall be paid by the Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Section 6.2(e) shall be paid at the later of sixty (60) days following the date of termination or the date(s) specified under the applicable written plan documents or agreements.

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No termination for Cause and nothing in this Agreement shall waive or be deemed to waive any rights or claims or remedies as may be available to the Company arising out of the facts giving rise to such termination for Cause.

     6.3 Termination by the Executive Without Good Reason. The Executive may terminate his or her employment without Good Reason on his or her own initiative for any reason or no reason upon thirty (30) days’ prior written notice to the Company. Such termination shall have the same consequences as a termination by the Company for Cause under Section 6.2.

     6.4 Termination by the Executive for Good Reason. Notwithstanding any other provision of this Agreement, the Executive may terminate his employment hereunder at any time during the Term of Employment for Good Reason by giving thirty (30) days’ prior written notice to the Company that the Executive intends to terminate his employment for Good Reason and setting forth the basis of the Good Reason with reasonable specificity. In the event of a termination by the Executive for Good Reason, the Executive shall be entitled, in consideration of the Executive’s obligations under Section 8 and in lieu of any other compensation and benefits whatsoever, to:

     (a) an amount equal to two (2) times the Executive’s annual Base Salary at the rate in effect at the time of his termination, which shall be paid out in equal installments over twenty-four (24) months from the date of termination at the same frequency as the Company’s regular payroll payments;

     (b) earned but unpaid Base Salary through the date of termination of employment;

     (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;

     (d) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;

     (e) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;

     (f) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements;

     (g) continuation of the Company’s group health insurance (including Exec-U-Care or substitute benefits) for the Executive and his eligible dependents,

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at the Company’s expense, for eighteen (18) months after the termination of employment or, at the Company’s option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and

     (h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall be paid by the Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.4(f) and 6.4(g) shall be paid at the later of sixty (60) days following the date of termination or the date(s) specified in the applicable written plan documents or agreements.

     6.5 Termination by the Company Without Cause. Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive that the Company intends to terminate his employment without Cause. In the event that the Company terminates the Executive’s employment without Cause, the Executive shall be entitled, in consideration of the Executive’s obligations under Section 8 and in lieu of any other compensation and benefits whatsoever, to:

     (a) an amount equal to two (2) times the Executive’s annual Base Salary at the rate in effect at the time of his termination, which shall be paid out in equal installments over twenty-four (24) months from the date of termination at the same frequency as the Company’s regular payroll payments;

     (b) earned but unpaid Base Salary through the date of termination of employment;

     (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;

     (d) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;

     (e) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;

     (f) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plan documents, according to the terms and conditions of such documents and agreements;

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     (g) continuation of the Company’s group health insurance (including Exec-U-Care or substitute benefits) for the Executive and his eligible dependents, at the Company’s expense, for eighteen (18) months after the termination of employment or, at the Company’s option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and

     (h) any and all amounts owed by the Company under Sections 6.5(b), 6.5(c), 6.5(d) and 6.5(e) shall be paid by the Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.5(f) and 6.5(g) shall be paid at the later of sixty (60) days following the date of termination or the date(s) specified in the applicable written plan documents or agreements.

     6.6 Termination Due to Expiration of the Term of Employment. If either Party elects not to extend the initial Term of Employment or any successive Term of Employment, the Executive shall not be entitled to any additional compensation after the expiration thereof except as may be expressly provided for herein, but such termination of employment shall not otherwise affect accrued but unpaid compensation or benefits provided under this Agreement or pursuant to any Company plan or program. Notwithstanding the foregoing, if the Company elects not to extend the initial Term of Employment or any successive Term of Employment, such election shall have the same consequences as a termination of the Executive’s employment without Cause, effective as of the last day of the then current Term of Employment, unless the Executive’s employment is otherwise terminated prior to the last day of the then current Term of Employment, in which case the consequences of such termination of employment shall be dependent upon the basis for such termination of employment as provided in this Agreement.

     7. CONDITIONS TO PAYMENTS UPON TERMINATION.

     7.1 Timing of Payments. Unless otherwise provided herein, any payments to which the Executive shall be entitled under Section 6 shall be payable upon the satisfaction of the conditions set forth in this Agreement.

     7.2 No Mitigation; No Offset. In the event of any termination of the Executive’s employment under Section 6, the Executive shall be under no obligation to seek other employment, and there shall not be offset against amounts due to the Executive any remuneration attributable to any subsequent employment that the Executive may obtain. Notwithstanding any contrary provision contained herein, in the event of any termination of employment of the Executive, the exclusive remedies available to the Executive shall be the amounts due under Section 6, which are in the nature of liquidated damages, and are not in the nature of a penalty. The provisions of this Section 7.2 shall survive the expiration or earlier termination of this Agreement.

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     7.3 Compliance with the Agreement. No payments or benefits payable to the Executive upon the termination of his employment pursuant to Section 6 shall be made to the Executive if he fails to comply with all of the terms and conditions of this Agreement, including, without limitation, Sections 8 and 9.

     7.4 Payments upon Termination Conditioned on Release of Claims. Any payments to the Executive under Section 6 shall be subject to the condition that the Executive accepts and executes, without subsequent revocation, a release of claims substantially in the form attached hereto as Exhibit A.

     7.5 Continuing Obligations of the Executive. No act or omission by the Executive in breach of this Agreement shall be deemed to permit the Executive to forego or waive such payments in order to avoid his obligations under Section 8 or 9.

     8. COVENANT NOT TO ENGAGE IN CERTAIN ACTS.

     8.1 General. The Parties understand and agree that the purpose of the restrictions contained in this Section 8 is to protect the goodwill and other legitimate business interests of the Company, and that the Company would not have entered into this Agreement in the absence of such restrictions. The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to make a living after the termination of his employment with the Company. The provisions of this Section 8 shall survive the expiration or sooner termination of this Agreement.

     8.2 Non-Assistance; Non-Diversion. In consideration for this Agreement to employ the Executive and the other valuable consideration provided hereunder, the Executive agrees and covenants that during the Term of Employment and during the Restriction Period, and except when acting on behalf of the Company or on behalf of any Affiliate of the Company, the Executive shall not, directly or indirectly, for himself or any third party, or alone or as a member of a partnership or limited liability company, or as an officer, director, shareholder, member or otherwise, engage in the following acts:

     (a) divert or attempt to divert any existing business of the Company or any Affiliate of the Company;

     (b) accept any position or affiliation or assignment with, or render any services (whether as an independent contractor or employee) on behalf of, any Competing Business within the Restricted Area;

     (c) accept any position or affiliation or assignment or render any services (whether as an independent contractor or employee) within the corporate, divisional or regional headquarters or corporate, divisional or regional management group of any Competing Business whose operations and properties include one or more casinos within the Restricted Area; or

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     (d) hire or retain any employee of the Company or any Affiliate of the Company to provide services for any other Person, or induce, solicit, attempt to solicit, encourage, divert, cause or attempt to cause any employee or prospective employee of the Company or any Affiliate of the Company to (i) terminate or leave such employment or (ii) accept employment with anyone other than the Company or an Affiliate of the Company.

     8.3 Cessation/Reimbursement of Payments. If the Executive violates any provision of this Section 8, the Company may, upon giving written notice to the Executive, immediately cease all payments and benefits that it may be providing to the Executive pursuant to Section 3, Section 4, and Section 6, and the Executive shall be required to reimburse the Company for any payments received from, and the cash value of any benefits provided by, the Company between the first day of the violation and the date such notice is given; provided, however, that the foregoing shall be in addition to such other remedies as may be available to the Company and shall not be deemed to permit the Executive to forego or waive such payments in order to avoid his obligations under this Section 8; and provided, further, that any release of claims by the Executive pursuant to Section 7.4 shall continue in effect.

     8.4 Survival. The Executive agrees that the provisions of this Section 8 shall survive the termination of this Agreement and the termination of the Executive’s employment.

     9. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY.

     9.1 Confidential Information. The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use. Accordingly, the Executive hereby agrees to comply with the terms of the Company’s Confidentiality and Non-Disclosure Policy as in effect from time to time, the current version of which has been executed by the Executive.

     9.2 Company Property. All Company Property is and shall remain exclusively the property of the Company. Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under control.

     9.3 Prohibition on Insider Trading; Communications with the Investment Community. The Executive hereby agrees to comply with and be bound by the Company’s Insider Trading Policy and Guidelines for Public Disclosures and Communications with the Investment Community, each as in effect from time to time, the current versions of which have been executed by the Executive.

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     9.4 Survival. The Executive agrees that the provisions of this Section 9 shall survive the termination of this Agreement and the termination of the Executive’s employment.

     10. MUTUAL ARBITRATION AGREEMENT.

     10.1 Arbitrable Claims. All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, members, managers, Affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment of or termination of employment of the Executive, including, without limitation, all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 10, except for claims set forth in Section 10.4 (the “Mutual Arbitration Agreement”). Arbitrable Claims shall include, but are not limited to: claims brought under Title VII of the Civil Rights Acts of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act), the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, ERISA, the Nevada Fair Employment Practices Act (NRS 613.010 et seq.), any state statutory wage claim under Chapter 608 of the Nevada Revised Statutes, or any other applicable federal, state or local labor or fair employment law, all as amended from time to time; claims for compensation; claims for breach of any contract or covenant (express or implied); tort claims of all kinds; and all claims based on any federal, state, or local law, statute or regulation. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 10.4.

     10.2 Procedure. Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any court action in any way related to an Arbitrable Claim. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada. Unless otherwise required by law or as may be required to uphold the enforceability of this Mutual Arbitration Agreement, the fees and costs of the arbitrator and of the American Arbitration Association shall be divided equally between both Parties. Each Party will bear its own attorneys’ fees, and attorneys’ fees will not be awarded to a prevailing Party.

     10.3 Confidentiality. All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the parties to the proceedings, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.

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     10.4 Applicability. This Section 10 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Sections 8 and 9 of this Agreement and the Company’s right to seek injunctive relief as provided in Section 13.

     10.5 Acknowledgment. The Executive acknowledges that he:

     (a) has carefully read this Section 10;

     (b) understands its terms and conditions; and

     (c) has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.

     11. CONFIDENTIALITY OF PREVIOUS EMPLOYERS’ INFORMATION. Intentionally deleted.

     12. NOTICES. All notices, demands and requests required or permitted to be given to either Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:

If to the Company:	Ameristar Casinos, Inc. 3773 Howard Hughes Parkway Suite 490 South Las Vegas, Nevada 89169 Attention: General Counsel
If to the Executive:	Ray H. Neilsen at the current address on file with the Company from time to time

     13. RIGHT TO SEEK INJUNCTIVE RELIEF. The Executive acknowledges that a violation on his part of any of the covenants contained in Sections 8 and 9 would cause immeasurable and irreparable damage to the Company. The Executive accordingly agrees and hereby grants his consent that, without limiting the remedies available to the Company, any actual or threatened violation of such covenants may be enforced by injunctive relief or by other equitable remedies issued or ordered by any court of competent jurisdiction.

     14. BENEFICIARIES/REFERENCES. The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence,

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reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

     15. SURVIVORSHIP. The respective rights and obligations of the Parties hereunder shall survive the expiration or any earlier termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this Section 15 are in addition to the survivorship provisions of any other Section of this Agreement.

     16. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.

     17. ENTIRE AGREEMENT. This Agreement and the Indemnification Agreement and any contemporaneous document expressly setting forth an agreement between the Parties and expressly identified in this Agreement contain the entire agreement between the Parties concerning the subject matter hereof and supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, express or implied, between the Parties with respect hereto. No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.

     18. ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement.

     19. AMENDMENT OR WAIVER. No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing and signed by both Parties. No waiver by one Party of any breach by the other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. No failure of either Party to exercise any power given to such Party hereunder or to insist upon strict compliance by the other Party with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of such Party to demand strict compliance with the terms hereof.

     20. SEVERABILITY. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the foregoing, if any portion of Section 8 is held to be unenforceable, the maximum enforceable restriction of time, scope of activities and geographic area will be substituted for any such restrictions held unenforceable.

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     21. GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to this Agreement that is brought to a court, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any federal or state court of competent jurisdiction sitting in Clark County, Nevada to resolve such dispute or controversy; provided, however, that nothing in this Section 21 shall affect the Parties’ agreement in Section 10 that arbitration under Section 10 shall apply to all disputes under this Agreement other than as provided in Section 10.4.

     22. INDEMNIFICATION. To the extent not otherwise required by law or the Indemnification Agreement, the Company will consider in good faith, and consistent with the Company’s past practices, requests by the Executive for indemnification against claims arising from the Executive’s conduct in the course and scope of the Executive’s employment under this Agreement and for advancement of expenses reasonably incurred in defending against such claims.

     23. SECTION 409A COMPLIANCE

     23.1 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section 23 or that is otherwise considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 23.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

     23.2 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.

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     24. HEADINGS. The headings of the Sections and Subsections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

     25. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

     26. ACKNOWLEDGMENT. The Executive represents and acknowledges the following:

     (a) he has carefully read this Agreement in its entirety;

     (b) he understands the terms and conditions contained herein;

     (c) he has had the opportunity to review this Agreement with legal counsel of his own choosing, and either has done so or has intentionally elected not to do so, and in any event he has not relied on any statements made by the Company or its legal counsel as to the meaning of any term or condition contained herein or in deciding whether to enter into this Agreement; and

     (d) he is entering into this Agreement knowingly and voluntarily.

[signature page follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

     THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.

AMERISTAR CASINOS, INC.
By:	/s/ Peter C. Walsh
	Name:	Peter C. Walsh
	Title:	Senior Vice President and General Counsel
EXECUTIVE:
/s/ Ray H. Neilsen
Ray H. Neilsen

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Exhibit A

SEPARATION AGREEMENT
AND
GENERAL AND SPECIAL RELEASE

     This Separation Agreement and General and Special Release (“Agreement”) is made by and between Ray H. Neilsen (the “Executive”) and Ameristar Casinos, Inc., a Nevada corporation (the “Company”), with respect to separation payments to be paid to the Executive conditioned in part on a complete release by the Executive of any and all claims against the Company and its affiliated entities, their respective directors, officers, employees, agents, accountants, attorneys, representatives, successors and assigns.

     In consideration of delivery to the Executive of the severance payments and benefits by the Company conditionally promised by the Company in that certain Executive Employment Agreement by and between the Executive and the Company dated as of May 31, 2008 (the “Employment Agreement”), and with the sole exception of those obligations expressly recited herein or to be performed hereunder and of the Executive’s claims to vested interests the Executive may have in employee benefit plans, stock options or other equity awards as defined exclusively in written documents, the Executive and the Executive’s heirs, successors and assigns do hereby and forever release and discharge the Company and its affiliated entities and their past and present directors, officers, employees, agents, accountants, attorneys, representatives, successors and assigns from any and all causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities and demands of whatsoever kind and character in any manner whatsoever arising prior to the date of this Agreement, including but not limited to any claim for breach of contract, breach of implied covenant, breach of oral or written promise, allegedly unpaid compensation, wrongful termination, infliction of emotional distress, defamation, interference with contract relations or prospective economic advantage, negligence, misrepresentation or employment discrimination, and including without limitation, to the extent permitted by law, alleged violations of Title VII of the Civil Rights Act of 1964 prohibiting discrimination based on race, color, religion, sex or national origin, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act) prohibiting discrimination based on age over 40, the Americans With Disabilities Act prohibiting discrimination based on disability, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Nevada Fair Employment Practices Act (NRS 613.010 et seq.), any state statutory wage claim under Chapter 608 of the Nevada Revised Statutes, and any other federal, state or local labor or fair employment law under which a claim might be brought were it not released here, all as amended from time to time.

     The Executive assumes the risk of any mistake of fact and of any facts which are unknown, and thereby waives any and all claims that this release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executing this release, which if known by the Executive must or might have materially affected his settlement with the Company.

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     The Executive and the Company represent, understand and expressly agree that this Agreement sets forth all of the agreements, covenants and understandings of the parties, superseding all other prior and contemporaneous oral and written agreements with respect to the termination or separation of the Executive’s employment excepting only those written agreements set forth or referred to in the Employment Agreement, including without limitation the Company’s Confidentiality and Non-Disclosure Policy and the Company’s Insider Trading Policy, which the Executive and the Company reaffirm and incorporate herein by this reference and which shall survive indefinitely. The Executive and the Company agree that no other agreements or covenants will be binding upon the parties unless set forth in a writing signed by the parties or their authorized representatives, and that each of the parties is authorized to make the representations and agreements herein set forth by or on behalf of each such party. The Executive and the Company each affirms that no promises have been made to or by either to the other except as set forth in the Employment Agreement or this Agreement.

     The Executive and the Company agree that any and all disputes, controversies or claims arising out of this Agreement or concerning the Executive’s employment or its termination shall be determined exclusively by final and binding arbitration pursuant to the terms of the Employment Agreement, except as otherwise provided by the Employment Agreement.

2

     The Executive acknowledges that he has had twenty-one (21) days within which to consider this Agreement if he has wished to do so, that he has seven (7) days from the date of his acceptance of this Agreement within which to revoke his acceptance, that he has been and hereby is advised by the Company to consult with counsel concerning this Agreement and has had an opportunity to do so, and that no payments will be made to the Executive by the Company hereunder until after such seven (7) days and until the Executive shall have provided thereafter reasonable assurances on request that he has not revoked his acceptance of this Agreement within such seven (7) days. The Executive affirms that he enters into this Agreement freely and voluntarily.

Dated , at ,

Executive 

Dated , at ,

AMERISTAR CASINOS, INC.
 

By  

Its  

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EX-10.2

Exhibit 10.2

AMENDMENT NUMBER 2 TO AMENDED AND RESTATED
EXECUTIVE EMPLOYMENT AGREEMENT

     THIS AMENDMENT NUMBER 2 TO AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of May 31, 2008, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and Gordon R. Kanofsky (the “Executive”).

     WHEREAS, the Company and the Executive are parties to an Amended and Restated Executive Employment Agreement, dated as of March 11, 2002, as amended by Amendment to Executive Employment Agreement dated as of August 16, 2002 (as so amended, the “Agreement”); and

     WHEREAS, the Company and the Executive desire to amend the Agreement in certain respects as more particularly set forth in this Amendment.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and the Executive agree as follows:

     1. Amendment to Section 2.3. Section 2.3 of the Agreement is hereby amended by deleting the first three sentences thereof and replacing them with the following:

“During the Term of Employment, the Executive shall be employed as Vice Chairman of the Board and Chief Executive Officer of the Company with such responsibilities as the Board may direct from time to time. The Executive shall be appointed by the Board as a corporate executive officer of the Company at all times during the Term of Employment. The Executive will report directly to the Board.”

     2. Amendment to Section 3.1. Section 3.1 of the Agreement is hereby amended, effective as of the date hereof, by deleting the words “Three Hundred and Fifty Thousand Dollars and 00/100 ($350,000)” and replacing them with “Seven Hundred and Fifty Thousand Dollars ($750,000)”.

     3. Amendment to Section 3.2. Effective for the year ending December 31, 2008 and each fiscal year thereafter, Section 3.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

“3.2 Annual Bonus. The Executive will be eligible to receive a discretionary bonus for each fiscal year of the Company at a target level of one hundred percent (100%) of the Executive’s weighted average Base Salary for such fiscal year (“Annual Bonus”). The actual Annual Bonus awarded will range from zero to two hundred percent (200%) of the Executive’s weighted average Base Salary and will depend upon the Company’s financial performance, the Executive’s

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merit performance and such other factors as the Compensation Committee of the Board may determine.”

     4. Supplemental 2008 Annual Bonus. In addition to the annual bonus for the year ending December 31, 2008 to which the Executive is currently entitled under the terms of the Company’s Performance-Based Annual Bonus Plan, the Executive shall be entitled to an additional discretionary bonus for the year ending December 31, 2008 in an amount such that, when combined with the annual bonus, if any, the Executive earns under the terms of the Company’s Performance-Based Annual Bonus Plan as in existence prior to the date hereof, the Executive’s total bonus payments for such year equal the amount the Executive would have received under the Company’s Performance-Based Annual Bonus Plan for the year had the Executive’s target annual bonus at the beginning of the year equaled 100% of his weighted average Base Salary for the year.

     5. Additional Equity Compensation Awards. The Executive will be granted a number of non-qualified stock options and restricted stock units during the Company’s next annual equity compensation award cycle. The number of shares subject to these awards will be determined pursuant to the Company’s equity compensation award program; provided, however, that the Executive’s equity compensation award allocation for such grant cycle shall be based upon 200% of the Executive’s then-current Base Salary and shall reflect an “A” performance grade. If approved by the Compensation Committee, these options and restricted stock units will be made subject to the Company’s standard terms and conditions for senior executives and be evidenced by separate award agreements, the terms of which will exclusively govern the awards. In addition to the above-described equity awards, commencing in 2009, the Executive will be eligible to receive annual equity awards based on his position, salary level, performance bonus grade and other factors in accordance with and subject to the terms of the Company’s equity compensation program as in effect from time to time.

     6. Moving Expenses. If, during the Term of Employment, the Executive permanently relocates his primary personal residence to the Las Vegas, Nevada area, the Company will reimburse the Executive for all reasonable moving expenses from the Executive’s then-current home to the Las Vegas area in accordance with Company policies. All such expense reimbursements shall be paid to the Executive no later than the end of the calendar year following the calendar year in which the expense is incurred.

     7. Home Sale Commissions. If, during the Term of Employment, the Executive permanently relocates his primary personal residence to the Las Vegas area and sells his then-current primary personal residence, the Company will reimburse the Executive for 50% of the sales commissions that the Executive is required to pay to a licensed real estate broker in connection with the sale of the Executive’s then-current primary personal residence, up to a maximum of 3.0% of the total sale price of the Executive’s then-current primary personal residence.

     8. Bank Points upon Purchase of New Home. If, during the Term of Employment, the Executive permanently relocates his primary personal residence to the

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Las Vegas area, the Company will reimburse the Executive for 50% of the bank “points” that the Executive pays to obtain a new mortgage loan in connection with the purchase of a new home in the Las Vegas area; provided, however, that the Company will only reimburse the Executive up to a total of 1.0% of the total amount of the loan.

     9. New Section 25. The following new Section 25 is hereby added to the Agreement with the existing Sections 25, 26 and 27 renumbered to Sections 26, 27 and 28, respectively:

     “25 SECTION 409A COMPLIANCE

     25.1 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section 25 or that is otherwise considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 25.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

     25.2 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.”

     10. Confirmation. Except as amended pursuant to this Amendment, the terms of the Agreement shall continue in full force and effect.

[signature page follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

AMERISTAR CASINOS, INC.		EXECUTIVE:
By:	/s/ Peter C. Walsh	/s/ Gordon R. Kanofsky
Name:	Peter C. Walsh	GORDON R. KANOFSKY
Title:	Senior Vice President and
	General Counsel

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EX-10.3

Exhibit 10.3

EXECUTIVE EMPLOYMENT AGREEMENT

     THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of the 31st day of May 2008 (the “Effective Date”), by and between Ameristar Casinos, Inc., a Nevada corporation, with its principal offices located at 3773 Howard Hughes Parkway, Suite 490S, Las Vegas, Nevada 89169 (the “Company”), and Larry A. Hodges (the “Executive”).

RECITALS

     WHEREAS, the Company conducts a business in the gaming industry, including the operation of casinos, hotels, restaurants and other similar amenities, and the Executive has substantial expertise and experience in the gaming industry, having served as a member of the Board of Directors of the Company since 1994; and

     WHEREAS, the Company desires to employ the Executive pursuant to the terms and conditions of this Agreement, and the Executive has agreed to be employed by the Company on the terms and conditions set forth herein.

     NOW, THEREFORE, in consideration of the promises and mutual covenants contained herein and for other good and valuable consideration, the Company and the Executive (each individually a “Party” and together the “Parties”) agree as follows:

TERMS AND CONDITIONS

     1. DEFINITIONS. In addition to certain terms defined elsewhere in this Agreement, the following terms shall have the following respective meanings:

     1.1 “Affiliate” shall mean any Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified. For purposes of this definition, control of a Person means the power, direct or indirect, to direct or cause the direction of the management and policies of such Person whether by contract or otherwise and, in any event and without limitation of the previous sentence, any Person owning ten percent (10%) or more of the voting securities of another Person shall be deemed to control that Person.

     1.2 “Base Salary” shall mean the salary provided for in Section 3.1 of this Agreement.

     1.3 “Board” shall mean the Board of Directors of the Company.

     1.4 “Cause” shall mean that the Executive:

     (a) has been formally charged with or convicted of a felony or any crime involving fraud, theft, embezzlement, dishonesty or moral turpitude;

     (b) has participated in fraud, embezzlement or other act of dishonesty involving the Company;

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     (c) has been found unsuitable to hold a gaming license or has failed in a timely manner to seek or obtain any finding of suitability or other approval by any gaming regulatory authority whose license, finding of suitability or other approval is legally required as a condition of the Executive’s performance of his duties and responsibilities under this Agreement;

     (d) has failed to fulfill or maintain all suitability and character requirements for continued employment by the Company as from time to time may be imposed pursuant to the Company’s Gaming Compliance Program, written Company policies or gaming laws, regulations or orders applicable to the Company or one of its Affiliates;

     (e) in carrying out his duties under this Agreement, has engaged in acts or omissions constituting gross negligence or willful misconduct resulting in, or which, in the good faith opinion of the Board could be expected to result in, substantial economic harm to the Company;

     (f) has failed for any reason, within ten (10) days of receipt by the Executive of written notice thereof from the Company, to correct, cease or alter any action or omission that (i) in the good faith opinion of the Board does or may materially and adversely affect its business or operations, (ii) violates or does not conform with the Company’s policies, standards or regulations or (iii) constitutes a material breach of this Agreement;

     (g) has through willful or grossly negligent conduct disclosed any Confidential Information without authorization except as otherwise permitted by this Agreement, any other agreement between the Parties or any Company policy in effect at the time of disclosure; or

     (h) has failed for any reason, within ten (10) days of receipt by the Executive of written notice thereof from the Company, to correct, cease or alter any action or omission by which the Executive has breached his or her duty of loyalty to the Company.

The Company shall have the burden of proving Cause in any dispute or proceeding between the Company and the Executive.

     1.5 “Change in Control Severance Plan” shall mean the Ameristar Casinos, Inc. Change in Control Severance Plan, as in effect on the date of this Agreement and as it may be amended from time to time. The terms and conditions of such Plan shall be substantially similar during the Executive’s employment under this Agreement as terms and conditions of comparable deferred compensation arrangements for other senior executive officers of the Company in effect from time to time.

     1.6 “Code” shall mean the Internal Revenue Code of 1986, as amended, or any succeeding provisions of law.

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     1.7 “Company Property” shall mean all items and materials provided by the Company to the Executive, or to which the Executive has access, in the course of his employment, including, without limitation, all Confidential Information and all other files, records, documents, drawings, specifications, memoranda, notes, reports, studies, manuals, equipment, keys, computer disks, videotapes, blueprints and other documents and similar items relating to the Company, its Affiliates or their respective customers, whether prepared by the Executive or others, and any and all copies, abstracts and summaries thereof.

     1.8 “Compensation Committee” shall mean the Compensation Committee of the Board or Persons performing similar functions.

     1.9 “Competing Business” shall mean any Person engaged in the casino gaming industry directly or through an Affiliate or subsidiary.

     1.10 “Confidential Information” shall mean all Confidential Information as defined in the Company’s Confidentiality and Non-Disclosure Policy as in effect from time to time, the current version of which has been executed by the Executive.

     1.11 “Deferred Compensation Plan” shall mean the Company’s Deferred Compensation Plan, as in effect on the date of this Agreement and as it may be amended from time to time. The terms and conditions of such Plan shall be substantially similar during the Executive’s employment under this Agreement as terms and conditions of comparable deferred compensation arrangements for other senior executive officers of the Company in effect from time to time.

     1.12 “Disability” shall mean a physical or mental incapacity that prevents the Executive from performing, with reasonable accommodation if necessary, the essential functions of his position with the Company for a period of ninety (90) consecutive days as determined: (a) in accordance with any long-term disability plan provided by the Company of which the Executive is a participant; or (b) by a licensed healthcare professional selected by the Company, in its sole discretion, to determine whether a Disability exists, to whom the Executive hereby agrees to submit to medical examinations. In addition, the Executive may submit to the Company documentation of a Disability, or lack thereof, from a licensed healthcare professional of his choice. Following a determination of a Disability or lack of Disability by the Company’s or the Executive’s licensed healthcare professional, the other Party may submit subsequent documentation relating to the existence of a Disability from a licensed healthcare professional selected by such other Party. In the event that the medical opinions of such licensed healthcare professionals conflict, such licensed healthcare professionals shall appoint a third licensed healthcare professional to examine the Executive, and the opinion of such third licensed healthcare professional shall be dispositive.

     1.13 “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.

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     1.14 “Good Reason” as used in this Agreement shall mean and exist if, without the Executive’s prior written consent, one or more of the following events occurs and the Company fails for any reason, within fifteen (15) days of receipt by the Company of written notice thereof from the Executive, to correct, cease or alter any action or omission causing any such event(s):

     (a) the Executive is assigned any significant duties or responsibilities that are inconsistent with the scope of duties and responsibilities associated with the Executive’s position as described in Section 2.3, including without limitation the requirement that the Executive report to any person other than the Chief Executive Officer of the Company or the Board;

     (b) the Executive is required to relocate from, or maintain his principal office outside of, a twenty-five (25) mile radius of the Company’s headquarters office location as of the date of this Agreement;

     (c) the Executive’s Base Salary is decreased by the Company;

     (d) during the first twelve (12) months following a Change in Control (as defined in the Change in Control Severance Plan), the failure of the Company to award the Executive an annual bonus equal to at least seventy-five percent (75%) of the average amount of the annualized bonus paid to the Executive for the last two (2) full years;

     (e) the Executive is excluded from participation in any employee benefit or short-term incentive plan or program or his benefits under such plans or programs are materially reduced in violation of Section 4.1 or any other provision of this Agreement;

     (f) the Company fails to pay the Executive any deferred payments that have become payable under the Deferred Compensation Plan;

     (g) the Company fails to reimburse the Executive for business expenses properly incurred in accordance with the Company’s policies, procedures or practices;

     (h) the Company fails to obtain a written agreement from any assignee of the Company to assume the Company’s obligations under this Agreement and the Indemnification Agreement upon an assignment of this Agreement in a sale of assets constituting a Change in Control;

     (i) a material breach by the Company of its obligations under this Agreement, the Indemnification Agreement or any written plan documents or agreements of the Company defining equity award rights or employee benefit plan rights of the Executive.

If the Company disputes the existence of Good Reason, the Company shall have the burden of proving the absence of Good Reason.

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     1.15 “Indemnification Agreement” shall mean that certain Indemnification Agreement currently in effect by and between the Company and the Executive.

     1.16 “Person” shall mean any individual, firm, partnership, association, trust, company, corporation, limited liability company or other entity.

     1.17 “Restricted Area” shall mean the areas within a fifty (50) mile radius of any location at which the Company or one of its Affiliates operates a casino, or has publicly announced in good faith an intention to operate a casino, on the date of termination or expiration of the Executive’s employment; provided, however, that (i) if the Company or one of its Affiliates operates a casino, or has publicly announced in good faith an intention to operate a casino, in the Las Vegas Strip and/or Las Vegas Downtown market areas but not in the Las Vegas Locals market area, then the Restricted Area in respect of such casino or casinos shall be applicable only to Las Vegas Strip and Las Vegas Downtown market area casinos, and (ii) if the Company or one of its Affiliates operates a casino, or has publicly announced in good faith an intention to operate a casino, in the Las Vegas Locals market area but not in the Las Vegas Strip and/or Las Vegas Downtown market areas, then the Restricted Area in respect of such casino or casinos shall be applicable only to Las Vegas Locals market area casinos.

     1.18 “Restriction Period” shall mean the period ending twelve (12) months after the termination or expiration of the Term of Employment, regardless of the reason for such termination or expiration.

     1.19 “Term of Employment” shall mean the period specified in Section 2.2.

     2. TERM OF EMPLOYMENT, POSITION AND RESPONSIBILITIES.

     2.1 Employment Accepted. The Company hereby employs the Executive, and the Executive hereby accepts employment with the Company, for the Term of Employment, in the position and with the duties and responsibilities set forth in Section 2.3, and upon such other terms and subject to such other conditions as are stated in this Agreement.

     2.2 Term of Employment. The initial Term of Employment shall commence on May 31, 2008, and unless earlier terminated pursuant to the provisions of this Agreement, shall terminate at the close of business on May 30, 2009; provided, however, that the initial Term of Employment shall thereafter automatically be extended for successive one-year terms, unless either Party gives written notice of termination in accordance with Section 12 not less than ninety (90) days prior to the expiration of the then current Term of Employment. In the event that such notice is given, the Executive’s employment shall terminate at the close of business on the last day of the then current Term of Employment and in that event that date shall be the Executive’s last day of employment.

     2.3 Title and Responsibilities.

     (a) During the Term of Employment, the Executive shall be employed as President and Chief Operating Officer of the Company and will perform such

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other duties and services as, from time to time, are reasonably required by the Company’s Chief Executive Officer. The Executive shall have such responsibilities as the Chief Executive Officer may direct from time to time. The Executive shall be elected by the Board as a corporate executive officer of the Company at all times during the Term of Employment. The Executive will report directly to the Chief Executive Officer of the Company. During the Term of Employment, the Company will not reduce the title or responsibilities of the Executive in any material respect.

     (b) During the Term of Employment, the Executive shall devote substantially all of his business time and attention to the business and affairs of the Company and its subsidiaries and Affiliates and shall use his best efforts, skills and abilities to promote the Company’s interests. Notwithstanding the foregoing, the Executive shall not be precluded from engaging in charitable and community affairs and managing his personal investments, as long as such activities do not materially detract from the Executive’s performance of his duties under this Agreement. The Executive may serve as a member of the board of directors (or the equivalent) of corporations and other entities, subject to the approval of the Board.

     3. COMPENSATION.

     3.1 Base Salary. During the Term of Employment, the Executive shall be entitled to receive a base salary (the “Base Salary”), payable in monthly or more frequent installments as shall be established by the Company as its normal payroll practice from time to time or as required by applicable law, at an annualized rate of no less than Five Hundred and Fifty Thousand Dollars ($550,000), subject to reduction for any and all applicable federal, state and local withholding, social security and unemployment taxes. Such Base Salary shall be reviewed annually as of January 1, beginning January 1, 2009, for possible increase (but not decrease), in the discretion of the Compensation Committee. In conducting any such annual review, the Compensation Committee shall consider any change in the Executive’s responsibilities, the performance of the Executive, the financial performance of the Company and other factors deemed pertinent by the Compensation Committee. Such increased Base Salary shall then constitute the Executive’s “Base Salary” for purposes of this Agreement.

     3.2 Annual Bonus. The Executive will be eligible to receive a discretionary bonus for each fiscal year of the Company, beginning with the year ending December 31, 2008, at a target level of one hundred percent (100%) of the Executive’s weighted average Base Salary for such fiscal year (“Annual Bonus”); which target amount shall be pro-rated for the year ending December 31, 2008 based upon the number of days during the year the Executive was employed by the Company hereunder. The actual Annual Bonus awarded will range from zero to two hundred percent (200%) of the Executive’s weighted average Base Salary and will depend upon the Company’s financial performance (including, with respect to the Annual Bonus for the year ending December 31, 2008, Company performance over the entire year), the Executive’s merit performance and such other factors as the Compensation Committee may determine.

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     3.3 Deferred Compensation. The Executive shall be eligible to participate in the Company’s Deferred Compensation Plan pursuant to the terms of that plan.

     3.4 Equity Compensation. The Company’s Chief Executive Officer will recommend to the Compensation Committee that the Executive be granted a number of non-qualified stock options and restricted stock units during the Company’s next equity compensation award cycle (but in any event no later than July 31, 2008). The number of shares subject to these awards will be determined pursuant to the Company’s equity compensation award program; provided, however, that the Executive’s equity compensation award allocation for such grant cycle shall be based upon 175% of the Executive’s Base Salary and shall be considered a new-hire grant under the equity compensation award program. If approved by the Compensation Committee, these options and restricted stock units will be made subject to the Company’s standard terms and conditions for senior executives and be evidenced by separate award agreements, the terms of which will exclusively govern the awards. In addition to the above-described equity awards, commencing in 2009, the Executive will be eligible to receive annual equity awards based on his position, salary level, performance bonus grade and other factors in accordance with and subject to the terms of the Company’s equity compensation program as in effect from time to time.

     3.5 Change in Control Severance Plan. The Executive shall, effective as of the Effective Date, be eligible to participate in the Change in Control Severance Plan as in effect from time to time.

     4. EMPLOYEE BENEFIT PROGRAMS.

     4.1 Pension and Welfare Benefit Plans. In addition to the benefits provided for in Sections 3.3, 3.4 and 3.5, during the Term of Employment, the Executive shall be entitled to participate in all employee benefit plans and programs made available to similarly situated senior management personnel of the Company generally, as such programs may be in effect from time to time, including, without limitation, pension and other retirement plans, profit sharing plans, group life insurance, group health insurance, group health supplemental insurance coverage through the Company’s Exec-U-Care Medical Plan or a substitute plan, accidental death and dismemberment insurance, long-term disability, sick leave (including salary continuation arrangements), vacations, paid time off, holidays, severance and change in control plans and programs and other employee benefit programs as such plans and programs are exclusively described in written plan and program documents, subject to the eligibility criteria, rules, plan provisions and regulations applicable to such plans and programs and to the provisions of ERISA and the Code. The Executive shall be eligible for primary and supplemental group health insurance beginning on his or her first day of employment. Nothing contained herein shall be construed as negating or limiting the ability of the Company to amend, modify or terminate any employee benefit programs or plans, in its sole discretion. The Executive’s wage income subject to income taxation will include certain imputed amounts in respect of the life insurance benefits and primary group health plan benefits provided by the Company without cost to the Executive, but the Executive will not be required to contribute to the cost of these programs except as set forth in the last

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sentence of this Section. Until the first day of the calendar month following ninety (90) days of continuous employment of the Executive by the Company (the “Initial Health Plan Period”), the amount of imputed income in respect of the primary group health plan benefits will be measured by the fair market value of these benefits (the “FMV Amount”); thereafter the amount of imputed income in respect of these benefits will be measured by the premium contribution that otherwise would be due from the Executive under the provisions of the plan but for the Company’s waiver of the Executive’s contribution requirements (the “Base Premium Amount”). The gross amount of each payroll installment in respect of any portion of the Initial Health Plan Period will be increased by an amount equal to (i)(A) the excess of the FMV Amount for the period covered by the payroll installment over (B) the Base Premium Amount for the period covered by the payroll installment (ii) multiplied by an assumed rate of income taxation (as determined by the Company and applied on a uniform basis to similarly situated personnel). The Executive will be responsible for making payment through payroll deduction of premiums for group long-term disability coverage if the Executive elects to enroll for such coverage; provided, however, that in such event, the gross amount of each payroll installment received by the Executive will be increased by an amount equal to any long-term disability premium deducted from such installment.

     4.2 Responsibility for Tax Liabilities. Except as may otherwise be expressly provided in this Agreement, the Company shall not be responsible in any way for any income or other tax liabilities of the Executive due in connection with the receipt by the Executive of any compensation, benefits or perquisites from the Company.

     5. BUSINESS EXPENSE REIMBURSEMENT AND PERQUISITES.

     5.1 Expense Reimbursement. During the Term of Employment, the Executive shall be entitled to receive reimbursement by the Company for all reasonable out-of-pocket expenses incurred by him in performing services under this Agreement, including any relocation expenses in accordance with Company policies, subject to providing the proper documentation of such expenses and to Company policies in effect from time to time with respect thereto.

     5.2 Perquisites. During the Term of Employment, the Executive shall also be entitled, in accordance with Company policies in effect from time to time, to the following perquisites:

     (a) hotel, food and beverage complimentary privileges for business and personal use at the properties operated by the Company’s subsidiaries; and

     (b) complimentary use of the Company’s condominiums in Sun Valley, Idaho, for so long as the Company leases such condominiums.

     5.3 Moving Expenses. If, during the Term of Employment, the Executive permanently relocates his primary personal residence to the Las Vegas, Nevada area, the Company will reimburse the Executive for all reasonable moving expenses from the Executive’s then-current home to the Las Vegas area in accordance with Company

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policies. All such expense reimbursements shall be paid to the Executive no later than the end of the calendar year following the calendar year in which the expense is incurred.

     5.4 Home Sale Commissions. If, during the Term of Employment, the Executive permanently relocates his primary personal residence to the Las Vegas area and sells his then-current primary personal residence, the Company will reimburse the Executive for 50% of the sales commissions that the Executive is required to pay to a licensed real estate broker in connection with the sale of the Executive’s then-current primary personal residence, up to a maximum of 3.0% of the total sale price of the Executive’s then-current primary personal residence.

     5.5 Bank Points upon Purchase of New Home. If, during the Term of Employment, the Executive permanently relocates his primary personal residence to the Las Vegas area, the Company will reimburse the Executive for 50% of the bank “points” that the Executive pays to obtain a new mortgage loan in connection with the purchase of a new home in the Las Vegas area; provided, however, that the Company will only reimburse the Executive up to a total of 1.0% of the total amount of the loan.

     6. TERMINATION OF EMPLOYMENT.

     6.1 Termination Due to Death or Disability. The Executive’s employment shall be terminated immediately in the event of his or her death or Disability; provided, however, that no termination on account of the Executive’s Disability will occur to the extent that the Executive’s Disability is protected by the provisions of applicable federal, state or local law. In the event of a termination due to the Executive’s death or Disability, the Executive or his or her beneficiary designated pursuant to Section 14, or if none, his or her estate, as the case may be, shall be entitled, in consideration of the Executive’s obligations under Section 8 and in lieu of any other compensation whatsoever, to:

     (a) earned but unpaid Base Salary at the time of his or her death or Disability;

     (b) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which death or Disability occurs, but not yet paid;

     (c) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;

     (d) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;

     (e) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements; and

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     (f) any and all amounts owed by the Company under Sections 6.1(a), 6.1(b), 6.1(c) and 6.1(d) shall be paid by the Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Section 6.1(e) shall be paid at the later of sixty (60) days following the date of termination or the date(s) specified under the applicable written plan documents or agreements.

     6.2 Termination by the Company for Cause. The Company may terminate the Executive’s employment for Cause at any time during the Term of Employment by giving written notice to the Executive that the Company intends to terminate his or her employment for Cause. In the event of a termination for Cause, the Executive shall be entitled, in consideration of the Executive’s obligations under Section 8 and in lieu of any other compensation whatsoever, to:

     (a) earned but unpaid Base Salary through the date of termination of employment;

     (b) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;

     (c) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;

     (d) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;

     (e) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements; and

     (f) any and all amounts owed by the Company under Sections 6.2(a), 6.2(b), 6.2(c) and 6.2(d) shall be paid by the Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Section 6.2(e) shall be paid at the later of sixty (60) days following the date of termination or the date(s) specified under the applicable written plan documents or agreements.

No termination for Cause and nothing in this Agreement shall waive or be deemed to waive any rights or claims or remedies as may be available to the Company arising out of the facts giving rise to such termination for Cause.

     6.3 Termination by the Executive Without Good Reason. The Executive may terminate his or her employment without Good Reason on his or her own initiative for any reason or no reason upon thirty (30) days’ prior written notice to the Company. Such

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termination shall have the same consequences as a termination by the Company for Cause under Section 6.2.

     6.4 Termination by the Executive for Good Reason. Notwithstanding any other provision of this Agreement, the Executive may terminate his employment hereunder at any time during the Term of Employment for Good Reason by giving thirty (30) days’ prior written notice to the Company that the Executive intends to terminate his employment for Good Reason and setting forth the basis of the Good Reason with reasonable specificity. In the event of a termination by the Executive for Good Reason, the Executive shall be entitled, in consideration of the Executive’s obligations under Section 8 and in lieu of any other compensation and benefits whatsoever, to:

     (a) an amount equal to two (2) times the Executive’s annual Base Salary at the rate in effect at the time of his termination, which shall be paid out in equal installments over twenty-four (24) months from the date of termination at the same frequency as the Company’s regular payroll payments;

     (b) earned but unpaid Base Salary through the date of termination of employment;

     (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;

     (d) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;

     (e) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;

     (f) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plans and programs, according to the terms and conditions of such documents and agreements;

     (g) continuation of the Company’s group health insurance (including Exec-U-Care or substitute benefits) for the Executive and his eligible dependents, at the Company’s expense, for eighteen (18) months after the termination of employment or, at the Company’s option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and

     (h) any and all amounts owed by the Company under Sections 6.4(b), 6.4(c), 6.4(d) and 6.4(e) shall be paid by the Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.4(f) and 6.4(g) shall be paid at the later of sixty (60)

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days following the date of termination or the date(s) specified in the applicable written plan documents or agreements.

     6.5 Termination by the Company Without Cause. Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive that the Company intends to terminate his employment without Cause. In the event that the Company terminates the Executive’s employment without Cause, the Executive shall be entitled, in consideration of the Executive’s obligations under Section 8 and in lieu of any other compensation and benefits whatsoever, to:

     (a) an amount equal to two (2) times the Executive’s annual Base Salary at the rate in effect at the time of his termination, which shall be paid out in equal installments over twenty-four (24) months from the date of termination at the same frequency as the Company’s regular payroll payments;

     (b) earned but unpaid Base Salary through the date of termination of employment;

     (c) any Annual Bonus earned pursuant to Section 3.2, in respect of employment during the entire calendar year preceding the calendar year in which termination occurs, but not yet paid;

     (d) reimbursement for expenses incurred but not paid prior to such termination of employment pursuant to Section 5.1;

     (e) an amount equal to any accrued but unused vacation or other paid time off as of the termination of employment;

     (f) such rights to other benefits as may be provided in applicable written plan documents and agreements of the Company, including, without limitation, documents and agreements defining equity award rights and applicable employee benefit plan documents, according to the terms and conditions of such documents and agreements;

     (g) continuation of the Company’s group health insurance (including Exec-U-Care or substitute benefits) for the Executive and his eligible dependents, at the Company’s expense, for eighteen (18) months after the termination of employment or, at the Company’s option, payment to the Executive of the economic equivalent thereof, which shall constitute the provision of COBRA benefits to the Executive; and

     (h) any and all amounts owed by the Company under Sections 6.5(b), 6.5(c), 6.5(d) and 6.5(e) shall be paid by the Company within fifteen (15) days of the date of termination of employment. Any and all amounts owed by the Company under Sections 6.5(f) and 6.5(g) shall be paid at the later of sixty (60)

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days following the date of termination or the date(s) specified in the applicable written plan documents or agreements.

     6.6 Termination Due to Expiration of the Term of Employment. If either Party elects not to extend the initial Term of Employment or any successive Term of Employment, the Executive shall not be entitled to any additional compensation after the expiration thereof except as may be expressly provided for herein, but such termination of employment shall not otherwise affect accrued but unpaid compensation or benefits provided under this Agreement or pursuant to any Company plan or program. Notwithstanding the foregoing, if the Company elects not to extend the initial Term of Employment or any successive Term of Employment, such election shall have the same consequences as a termination of the Executive’s employment without Cause, effective as of the last day of the then current Term of Employment, unless the Executive’s employment is otherwise terminated prior to the last day of the then current Term of Employment, in which case the consequences of such termination of employment shall be dependent upon the basis for such termination of employment as provided in this Agreement.

     7. CONDITIONS TO PAYMENTS UPON TERMINATION.

     7.1 Timing of Payments. Unless otherwise provided herein, any payments to which the Executive shall be entitled under Section 6 shall be payable upon the satisfaction of the conditions set forth in this Agreement.

     7.2 No Mitigation; No Offset. In the event of any termination of the Executive’s employment under Section 6, the Executive shall be under no obligation to seek other employment, and there shall not be offset against amounts due to the Executive any remuneration attributable to any subsequent employment that the Executive may obtain. Notwithstanding any contrary provision contained herein, in the event of any termination of employment of the Executive, the exclusive remedies available to the Executive shall be the amounts due under Section 6, which are in the nature of liquidated damages, and are not in the nature of a penalty. The provisions of this Section 7.2 shall survive the expiration or earlier termination of this Agreement.

     7.3 Compliance with the Agreement. No payments or benefits payable to the Executive upon the termination of his employment pursuant to Section 6 shall be made to the Executive if he fails to comply with all of the terms and conditions of this Agreement, including, without limitation, Sections 8 and 9.

     7.4 Payments upon Termination Conditioned on Release of Claims. Any payments to the Executive under Section 6 shall be subject to the condition that the Executive accepts and executes, without subsequent revocation, a release of claims substantially in the form attached hereto as Exhibit A.

     7.5 Continuing Obligations of the Executive. No act or omission by the Executive in breach of this Agreement shall be deemed to permit the Executive to forego or waive such payments in order to avoid his obligations under Section 8 or 9.

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     8. COVENANT NOT TO ENGAGE IN CERTAIN ACTS.

     8.1 General. The Parties understand and agree that the purpose of the restrictions contained in this Section 8 is to protect the goodwill and other legitimate business interests of the Company, and that the Company would not have entered into this Agreement in the absence of such restrictions. The Executive acknowledges and agrees that the restrictions are reasonable and do not, and will not, unduly impair his ability to make a living after the termination of his employment with the Company. The provisions of this Section 8 shall survive the expiration or sooner termination of this Agreement.

     8.2 Non-Assistance; Non-Diversion. In consideration for this Agreement to employ the Executive and the other valuable consideration provided hereunder, the Executive agrees and covenants that during the Term of Employment and during the Restriction Period, and except when acting on behalf of the Company or on behalf of any Affiliate of the Company, the Executive shall not, directly or indirectly, for himself or any third party, or alone or as a member of a partnership or limited liability company, or as an officer, director, shareholder, member or otherwise, engage in the following acts:

     (a) divert or attempt to divert any existing business of the Company or any Affiliate of the Company;

     (b) accept any position or affiliation or assignment with, or render any services (whether as an independent contractor or employee) on behalf of, any Competing Business within the Restricted Area;

     (c) accept any position or affiliation or assignment or render any services (whether as an independent contractor or employee) within the corporate, divisional or regional headquarters or corporate, divisional or regional management group of any Competing Business whose operations and properties include one or more casinos within the Restricted Area; or

     (d) hire or retain any employee of the Company or any Affiliate of the Company to provide services for any other Person, or induce, solicit, attempt to solicit, encourage, divert, cause or attempt to cause any employee or prospective employee of the Company or any Affiliate of the Company to (i) terminate or leave such employment or (ii) accept employment with anyone other than the Company or an Affiliate of the Company.

     8.3 Cessation/Reimbursement of Payments. If the Executive violates any provision of this Section 8, the Company may, upon giving written notice to the Executive, immediately cease all payments and benefits that it may be providing to the Executive pursuant to Section 3, Section 4, and Section 6, and the Executive shall be required to reimburse the Company for any payments received from, and the cash value of any benefits provided by, the Company between the first day of the violation and the date such notice is given; provided, however, that the foregoing shall be in addition to such other remedies as may be available to the Company and shall not be deemed to permit the Executive to forego or waive such payments in order to avoid his obligations

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under this Section 8; and provided, further, that any release of claims by the Executive pursuant to Section 7.4 shall continue in effect.

     8.4 Survival. The Executive agrees that the provisions of this Section 8 shall survive the termination of this Agreement and the termination of the Executive’s employment.

     9. CONFIDENTIAL INFORMATION AND COMPANY PROPERTY.

     9.1 Confidential Information. The Executive understands and acknowledges that Confidential Information constitutes a valuable asset of the Company and its Affiliates and may not be converted to the Executive’s own or any third party’s use. Accordingly, the Executive hereby agrees to comply with the terms of the Company’s Confidentiality and Non-Disclosure Policy as in effect from time to time, the current version of which has been executed by the Executive.

     9.2 Company Property. All Company Property is and shall remain exclusively the property of the Company. Unless authorized in writing to the contrary, the Executive shall promptly, and without charge, deliver to the Company on the termination of employment hereunder, or at any other time the Company may so request, all Company Property that the Executive may then possess or have under control.

     9.3 Prohibition on Insider Trading; Communications with the Investment Community. The Executive hereby agrees to comply with and be bound by the Company’s Insider Trading Policy and Guidelines for Public Disclosures and Communications with the Investment Community, each as in effect from time to time, the current versions of which have been executed by the Executive.

     9.4 Survival. The Executive agrees that the provisions of this Section 9 shall survive the termination of this Agreement and the termination of the Executive’s employment.

     10. MUTUAL ARBITRATION AGREEMENT.

     10.1 Arbitrable Claims. All disputes between the Executive (and his attorneys, successors, and assigns) and the Company (and its trustees, beneficiaries, officers, directors, members, managers, Affiliates, employees, agents, successors, attorneys, and assigns) relating in any manner whatsoever to the employment of or termination of employment of the Executive, including, without limitation, all disputes arising under this Agreement (“Arbitrable Claims”), shall be resolved by binding arbitration as set forth in this Section 10, except for claims set forth in Section 10.4 (the “Mutual Arbitration Agreement”). Arbitrable Claims shall include, but are not limited to: claims brought under Title VII of the Civil Rights Acts of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act), the Americans with Disabilities Act, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, ERISA, the Nevada Fair Employment Practices Act (NRS 613.010 et seq.), any state statutory wage claim under Chapter 608 of the Nevada Revised Statutes, or any other applicable federal,

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state or local labor or fair employment law, all as amended from time to time; claims for compensation; claims for breach of any contract or covenant (express or implied); tort claims of all kinds; and all claims based on any federal, state, or local law, statute or regulation. Arbitration shall be final and binding upon the Parties and shall be the exclusive remedy for all Arbitrable Claims. THE PARTIES HEREBY WAIVE ANY RIGHTS THEY MAY HAVE TO TRIAL BY JUDGE OR JURY IN REGARD TO ARBITRABLE CLAIMS, EXCEPT AS PROVIDED BY SECTION 10.4.

     10.2 Procedure. Arbitration of Arbitrable Claims shall be in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, as amended, and as augmented in this Agreement. Either Party may bring an action in court to compel arbitration under this Agreement and to enforce an arbitration award. Otherwise, neither Party shall initiate or prosecute any court action in any way related to an Arbitrable Claim. All arbitration hearings under this Agreement shall be conducted in Las Vegas, Nevada. Unless otherwise required by law or as may be required to uphold the enforceability of this Mutual Arbitration Agreement, the fees and costs of the arbitrator and of the American Arbitration Association shall be divided equally between both Parties. Each Party will bear its own attorneys’ fees, and attorneys’ fees will not be awarded to a prevailing Party.

     10.3 Confidentiality. All proceedings and all documents prepared in connection with any Arbitrable Claim shall be confidential and, unless otherwise required by law, the subject matter and content thereof shall not be disclosed to any Person other than the parties to the proceedings, their counsel, witnesses and experts, the arbitrator and, if involved, the court and court staff.

     10.4 Applicability. This Section 10 shall apply to all disputes under this Agreement other than disputes relating to the enforcement of the Company’s rights under Sections 8 and 9 of this Agreement and the Company’s right to seek injunctive relief as provided in Section 13.

     10.5 Acknowledgment. The Executive acknowledges that he:

     (a) has carefully read this Section 10;

     (b) understands its terms and conditions; and

     (c) has entered into this Mutual Arbitration Agreement voluntarily and not in reliance on any promises or representations made by the Company other than those contained in this Mutual Arbitration Agreement.

     11. CONFIDENTIALITY OF PREVIOUS EMPLOYERS’ INFORMATION. The Company acknowledges that the Executive may have had access to confidential and proprietary information of his previous employer(s) and that the Executive may be obligated to maintain the confidentiality of such information, not use such information or not to provide certain services to the Company, in each case pursuant to applicable law or any contractual relationship between the Executive and a previous employer. The Company hereby instructs the Executive as follows: (1) the Executive shall not disclose any such confidential or proprietary

16

information to the Company or any of its Affiliates, (2) the Executive shall not use any such confidential or proprietary information in connection with his employment with the Company, and (3) the Executive shall not perform any services for the benefit of the Company that would cause the Executive to be in breach of his obligations owed to any previous employer or other third party. If the Company requests Executive to provide any such services or to disclose any such information, the Executive will advise the Company that he is prohibited from doing so. The Executive agrees to indemnify, defend and hold the Company and its Affiliates harmless from and against any claims, losses or liabilities (including reasonable attorneys’ fees) incurred by the Company or any of its Affiliates as a result of any breach by Executive of this Section 11.

     12. NOTICES. All notices, demands and requests required or permitted to be given to either Party under this Agreement shall be in writing and shall be deemed to have been given when delivered personally or sent by certified or registered mail, postage prepaid, return receipt requested, duly addressed to the Party concerned at the address indicated below or to such changed address as such Party may subsequently give notice of:

If to the Company:	Ameristar Casinos, Inc. 3773 Howard Hughes Parkway Suite 490 South Las Vegas, Nevada 89169 Attention: General Counsel
If to the Executive:	Larry A. Hodges at the current address on file with the Company from time to time

     13. RIGHT TO SEEK INJUNCTIVE RELIEF. The Executive acknowledges that a violation on his part of any of the covenants contained in Sections 8 and 9 would cause immeasurable and irreparable damage to the Company. The Executive accordingly agrees and hereby grants his consent that, without limiting the remedies available to the Company, any actual or threatened violation of such covenants may be enforced by injunctive relief or by other equitable remedies issued or ordered by any court of competent jurisdiction.

     14. BENEFICIARIES/REFERENCES. The Executive shall be entitled to select a beneficiary or beneficiaries to receive any compensation or benefit payable hereunder following the Executive’s death, and may change such election, by giving the Company written notice thereof. In the event of the Executive’s death or a judicial determination of his incompetence, reference in this Agreement to the Executive shall be deemed, where appropriate, to refer to his beneficiary, estate or other legal representative.

     15. SURVIVORSHIP. The respective rights and obligations of the Parties hereunder shall survive the expiration or any earlier termination of this Agreement to the extent necessary to the intended preservation of such rights and obligations. The provisions of this Section 15 are in addition to the survivorship provisions of any other Section of this Agreement.

     16. REPRESENTATIONS AND WARRANTIES. Each Party represents and warrants that he or it is fully authorized and empowered to enter into this Agreement and that the

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performance of his or its obligations under this Agreement will not violate any agreement between that Party and any other Person.

     17. ENTIRE AGREEMENT. This Agreement and the Indemnification Agreement and any contemporaneous document expressly setting forth an agreement between the Parties and expressly identified in this Agreement contain the entire agreement between the Parties concerning the subject matter hereof and supersede all prior agreements, understandings, discussions, negotiations and undertakings, whether written or oral, express or implied, between the Parties with respect hereto. No representations, inducements, promises or agreements not embodied herein shall be of any force or effect.

     18. ASSIGNABILITY; BINDING NATURE. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs and assigns; provided, however, that no rights or obligations of the Executive under this Agreement may be assigned or transferred by the Executive, other than rights to compensation and benefits hereunder, which may be transferred only by will or operation of law and subject to the limitations of this Agreement.

     19. AMENDMENT OR WAIVER. No provision in this Agreement may be amended or waived unless such amendment or waiver is agreed to in writing and signed by both Parties. No waiver by one Party of any breach by the other Party of any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of a similar or dissimilar condition or provision at the same or any prior or subsequent time. No failure of either Party to exercise any power given to such Party hereunder or to insist upon strict compliance by the other Party with any obligation hereunder, and no custom or practice at variance with the terms hereof, shall constitute a waiver of the right of such Party to demand strict compliance with the terms hereof.

     20. SEVERABILITY. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law. Without limiting the foregoing, if any portion of Section 8 is held to be unenforceable, the maximum enforceable restriction of time, scope of activities and geographic area will be substituted for any such restrictions held unenforceable.

     21. GOVERNING LAW. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of Nevada without reference to the principles of conflict of laws thereof. In the event of any dispute or controversy arising out of or relating to this Agreement that is brought to a court, the Parties mutually and irrevocably consent to, and waive any objection to, the exclusive jurisdiction of any federal or state court of competent jurisdiction sitting in Clark County, Nevada to resolve such dispute or controversy; provided, however, that nothing in this Section 21 shall affect the Parties’ agreement in Section 10 that arbitration under Section 10 shall apply to all disputes under this Agreement other than as provided in Section 10.4.

     22. INDEMNIFICATION. To the extent not otherwise required by law or the Indemnification Agreement, the Company will consider in good faith, and consistent with the

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Company’s past practices, requests by the Executive for indemnification against claims arising from the Executive’s conduct in the course and scope of the Executive’s employment under this Agreement and for advancement of expenses reasonably incurred in defending against such claims.

     23. SECTION 409A COMPLIANCE

     23.1 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section 23 or that is otherwise considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 23.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

     23.2 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.

     24. HEADINGS. The headings of the Sections and Subsections contained in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of this Agreement.

     25. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same Agreement with the same effect as if all Parties had signed the same signature page. Any signature page of this Agreement may be detached from any counterpart of this Agreement and reattached to any other counterpart of this Agreement identical in form hereto but having attached to it one or more additional signature pages.

     26. ACKNOWLEDGMENT. The Executive represents and acknowledges the following:

     (a) he has carefully read this Agreement in its entirety;

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     (b) he understands the terms and conditions contained herein;

     (c) he has had the opportunity to review this Agreement with legal counsel of his own choosing, and either has done so or has intentionally elected not to do so, and in any event he has not relied on any statements made by the Company or its legal counsel as to the meaning of any term or condition contained herein or in deciding whether to enter into this Agreement; and

     (d) he is entering into this Agreement knowingly and voluntarily.

[signature page follows]

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

     THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.

AMERISTAR CASINOS, INC.
By:	/s/ Peter C. Walsh
	Name:	Peter C. Walsh
	Title:	Senior Vice President and General Counsel
EXECUTIVE:
/s/ Larry A. Hodges
Larry A. Hodges

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Exhibit A

SEPARATION AGREEMENT
AND
GENERAL AND SPECIAL RELEASE

     This Separation Agreement and General and Special Release (“Agreement”) is made by and between Larry A. Hodges (the “Executive”) and Ameristar Casinos, Inc., a Nevada corporation (the “Company”), with respect to separation payments to be paid to the Executive conditioned in part on a complete release by the Executive of any and all claims against the Company and its affiliated entities, their respective directors, officers, employees, agents, accountants, attorneys, representatives, successors and assigns.

     In consideration of delivery to the Executive of the severance payments and benefits by the Company conditionally promised by the Company in that certain Executive Employment Agreement by and between the Executive and the Company dated as of May 31, 2008 (the “Employment Agreement”), and with the sole exception of those obligations expressly recited herein or to be performed hereunder and of the Executive’s claims to vested interests the Executive may have in employee benefit plans, stock options or other equity awards as defined exclusively in written documents, the Executive and the Executive’s heirs, successors and assigns do hereby and forever release and discharge the Company and its affiliated entities and their past and present directors, officers, employees, agents, accountants, attorneys, representatives, successors and assigns from any and all causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities and demands of whatsoever kind and character in any manner whatsoever arising prior to the date of this Agreement, including but not limited to any claim for breach of contract, breach of implied covenant, breach of oral or written promise, allegedly unpaid compensation, wrongful termination, infliction of emotional distress, defamation, interference with contract relations or prospective economic advantage, negligence, misrepresentation or employment discrimination, and including without limitation, to the extent permitted by law, alleged violations of Title VII of the Civil Rights Act of 1964 prohibiting discrimination based on race, color, religion, sex or national origin, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act) prohibiting discrimination based on age over 40, the Americans With Disabilities Act prohibiting discrimination based on disability, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security Act of 1974, the Nevada Fair Employment Practices Act (NRS 613.010 et seq.), any state statutory wage claim under Chapter 608 of the Nevada Revised Statutes, and any other federal, state or local labor or fair employment law under which a claim might be brought were it not released here, all as amended from time to time.

     The Executive assumes the risk of any mistake of fact and of any facts which are unknown, and thereby waives any and all claims that this release does not extend to claims which the Executive does not know or suspect to exist in his favor at the time of executing this release, which if known by the Executive must or might have materially affected his settlement with the Company.

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     The Executive and the Company represent, understand and expressly agree that this Agreement sets forth all of the agreements, covenants and understandings of the parties, superseding all other prior and contemporaneous oral and written agreements with respect to the termination or separation of the Executive’s employment excepting only those written agreements set forth or referred to in the Employment Agreement, including without limitation the Company’s Confidentiality and Non-Disclosure Policy and the Company’s Insider Trading Policy, which the Executive and the Company reaffirm and incorporate herein by this reference and which shall survive indefinitely. The Executive and the Company agree that no other agreements or covenants will be binding upon the parties unless set forth in a writing signed by the parties or their authorized representatives, and that each of the parties is authorized to make the representations and agreements herein set forth by or on behalf of each such party. The Executive and the Company each affirms that no promises have been made to or by either to the other except as set forth in the Employment Agreement or this Agreement.

     The Executive and the Company agree that any and all disputes, controversies or claims arising out of this Agreement or concerning the Executive’s employment or its termination shall be determined exclusively by final and binding arbitration pursuant to the terms of the Employment Agreement, except as otherwise provided by the Employment Agreement.

2

     The Executive acknowledges that he has had twenty-one (21) days within which to consider this Agreement if he has wished to do so, that he has seven (7) days from the date of his acceptance of this Agreement within which to revoke his acceptance, that he has been and hereby is advised by the Company to consult with counsel concerning this Agreement and has had an opportunity to do so, and that no payments will be made to the Executive by the Company hereunder until after such seven (7) days and until the Executive shall have provided thereafter reasonable assurances on request that he has not revoked his acceptance of this Agreement within such seven (7) days. The Executive affirms that he enters into this Agreement freely and voluntarily.

Dated , at ,

Executive 

Dated , at ,

AMERISTAR CASINOS, INC.
 

By  

Its  

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EX-10.4

Exhibit 10.4

AMENDMENT NUMBER 2 TO
EXECUTIVE EMPLOYMENT AGREEMENT

     THIS AMENDMENT NUMBER 2 TO EXECUTIVE EMPLOYMENT AGREEMENT (this “Amendment”) is made and entered into as of May 31, 2008, by and between Ameristar Casinos, Inc., a Nevada corporation (the “Company”), and Peter C. Walsh (the “Executive”).

     WHEREAS, the Company and the Executive are parties to an Executive Employment Agreement, dated as of March 13, 2002, as previously amended by Amendment to Executive Employment Agreement dated as of August 16, 2002 (as so amended, the “Agreement”); and

     WHEREAS, the Company and the Executive desire to amend the Agreement in certain respects as more particularly set forth in this Amendment.

     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the Company and the Executive agree as follows:

     1. Amendment to Section 2.3. Section 2.3 of the Agreement is hereby amended by deleting the first three sentences thereof and replacing them with the following:

“During the Term of Employment, the Executive shall be employed as Senior Vice President, General Counsel and Chief Administrative Officer of the Company and will perform such other duties and services as, from time to time, are reasonably required by the Company’s Chief Executive Officer or the Board. The Executive shall be appointed by the Board as a corporate executive officer of the Company at all times during the Term of Employment. The Executive will report directly to the Chief Executive Officer of the Company. During the Term of Employment, the Company will not reduce the title or responsibilities of the Executive.”

     2. Amendment to Section 3.1. Section 3.1 of the Agreement is hereby amended effective as of the date hereof, by deleting the words “Three Hundred Thousand Dollars and 00/100 ($300,000)” and replacing them with “Five Hundred Thousand Dollars ($500,000)”.

     3. Retroactive Base Salary Increase. Within ten (10) days following the date hereof, the Company shall pay to the Executive an amount equal to the aggregate incremental amount the Executive would have been paid as Base Salary from January 1, 2008 through the date hereof had the Executive’s Base Salary on January 1, 2008 equaled Four Hundred and Twenty-Five Thousand Dollars ($425,000) rather than Four Hundred Thousand Dollars ($400,000).

     4. Amendment to Section 3.2. Effective for the year ending December 31, 2008 and each fiscal year thereafter, Section 3.2 of the Agreement is hereby deleted in its entirety and replaced with the following:

“3.2 Annual Bonus. The Executive will be eligible to receive a discretionary bonus for each fiscal year of the Company at a target level of seventy-five percent (75%) of the Executive’s weighted average Base Salary for such fiscal year (“Annual Bonus”). The actual Annual Bonus awarded will range from zero to one hundred and fifty percent (150%) of the Executive’s weighted average Base Salary and will depend upon the Company’s financial performance, the Executive’s merit performance and such other factors as the Compensation Committee may determine.”

     5. Supplemental 2008 Annual Bonus. In addition to the annual bonus for the year ending December 31, 2008 to which the Executive is currently entitled under the terms of the Company’s Performance-Based Annual Bonus Plan, the Executive shall be entitled to an additional discretionary bonus for the year ending December 31, 2008 in an amount such that, when combined with the annual bonus, if any, the Executive earns under the terms of the Company’s Performance-Based Annual Bonus Plan as in existence prior to the date hereof, the Executive’s total bonus payments for such year equal the amount the Executive would have received under the Company’s Performance-Based Annual Bonus Plan for the year had the Executive’s target annual bonus at the beginning of the year equaled 75% of his weighted average Base Salary for the year.

     6. Additional Equity Compensation Awards. The Executive will be granted a number of non-qualified stock options and restricted stock units during the Company’s next annual equity compensation award cycle. The number of shares subject to these awards will be determined pursuant to the Company’s equity compensation award program; provided, however, that the Executive’s equity compensation award allocation for such grant cycle shall be based upon 150% of the Executive’s then-current Base Salary. If approved by the Compensation Committee, these options and restricted stock units will be made subject to the Company’s standard terms and conditions for senior executives and be evidenced by separate award agreements, the terms of which will exclusively govern the awards. In addition to the above-described equity awards, commencing in 2009, the Executive will be eligible to receive annual equity awards based on his position, salary level, performance bonus grade and other factors in accordance with and subject to the terms of the Company’s equity compensation program as in effect from time to time.

     7. New Section 25. The following new Section 25 is hereby added to the Agreement with the existing Sections 25, 26, 27 and 28 renumbered to Sections 26, 27, 28 and 29, respectively:

     “25 SECTION 409A COMPLIANCE

     25.1 A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the

payment of any amounts or benefits upon or following a termination of employment unless such termination is also a “separation from service” within the meaning of Code Section 409A and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, for purposes of any such provision of this Agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If Executive is deemed on the date of termination to be a “specified employee” within the meaning of that term under Code Section 409A(a)(2)(B), then with regard to any payment or the provision of any benefit that is specified as subject to this Section 25 or that is otherwise considered deferred compensation under Code Section 409A payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (i) the expiration of the six (6)-month period measured from the date of such “separation from service” of the Executive or (ii) the date of Executive’s death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this Section 25.1 (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.

     25.2 With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, all such payments shall be made on or before the last day of calendar year following the calendar year in which the expense occurred.”

     8. Confirmation. Except as amended pursuant to this Amendment, the terms of the Agreement shall continue in full force and effect.

     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the date first written above.

AMERISTAR CASINOS, INC.		EXECUTIVE:
By:	/s/ Gordon R. Kanofsky	/s/ Peter C. Walsh
Name:	Gordon R. Kanofsky	PETER C. WALSH
Title:	Vice Chairman of the Board
	and Chief Executive Officer

EX-10.5

Exhibit 10.5

SEPARATION AGREEMENT

AND

GENERAL AND SPECIAL RELEASE

     This Separation Agreement and General and Special Release (this “Agreement”) is made by and between John M. Boushy (the “Executive”) and Ameristar Casinos, Inc. (the “Company”), with respect to separation payments to be paid to Executive conditioned in part on a complete release by Executive of any and all claims against the Company and its affiliated entities, their respective directors, officers, employees, agents, accountants, attorneys, representatives, successors and assigns.

1. Separation Date; Separation Payment; Benefits.

     (a) Executive’s employment with the Company shall be terminated effective as of the close of business (Las Vegas time) on May 31, 2008 (the “Separation Date”).

     (b) In consideration of Executive’s execution of this Agreement and compliance with Executive’s obligations hereunder and under that certain Executive Employment Agreement by and between the Executive and the Company dated as of July 28, 2006 (the “Employment Agreement”), including, but not limited to, continued compliance with Section 10 of the Employment Agreement (as modified by this Agreement) and Section 11 of the Employment Agreement, the Company agrees to pay to Executive the total sum of One Million Six Hundred Thousand Dollars ($1,600,000) (the “Separation Payment”). The Separation Payment represents two (2) times the Executive’s base salary. Subject to Section 10.3 of the Employment Agreement, the Separation Payment shall be payable to Executive in equal monthly installments over twenty-four (24) months following the Separation Date at the same frequency as the Company’s regular payroll payments; provided, however, that (i) the first payment shall not be made prior to December 10, 2008 and (ii) such first payment shall include a lump-sum payment of that portion of the Separation Payment that would have been paid on or prior to December 10, 2008, but for the application of the preceding clause (i). The Company also agrees to pay to Executive, not later than fourteen (14) days following the Separation Date, any earned but unpaid base salary through the Separation Date and an amount corresponding to the amount of unused PTO that Executive has established in Executive’s PTO account in accordance with Company policy. All sums payable and benefits provided to Executive in accordance with this Agreement shall be reported on an IRS Form W-2 and shall be subject to all deductions and withholdings required by law.

     (c) In accordance with Company policy, Executive will be entitled to continued medical benefits (in accordance with Executive’s current coverage) through the Separation Date. In addition, pursuant to the terms of the Employment Agreement, in consideration of Executive’s execution of this Agreement and compliance with Executive’s obligations hereunder and under the Employment Agreement, Executive and his eligible dependents will be entitled to continuation of coverage under the Company’s group health insurance (including Exec-U-Care or substitute benefits), at the Company’s expense, for eighteen (18) months after the Separation Date, so long as Executive timely elects for the continuation of such benefits pursuant to COBRA; provided that Executive expressly acknowledges that it is Executive’s obligation to properly elect COBRA coverage by submitting appropriate documentation. In addition,

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Executive shall be entitled to receive a distribution of his vested account balance under the Company’s 401(k) plan in accordance with the terms thereof.

     (d) In addition to the above, pursuant to the terms of the Employment Agreement, in consideration of Executive’s execution of this Agreement and compliance with Executive’s obligations hereunder and under the Employment Agreement, the Three-Year Options (as defined in the Employment Agreement), to the extent currently outstanding,¹ (i) shall continue to vest following the Separation Date in accordance with their existing terms as if Executive had continued to be employed by the Company for two (2) years following the Separation Date, and (ii) to the extent vested from time to time, shall remain outstanding and exercisable for a period of two (2) years following the Separation Date. All other stock options granted to Executive that are outstanding and vested as of the Separation Date² shall remain outstanding and exercisable for a period of ninety (90) days following the Separation Date. In addition, 32,815 shares of unvested restricted stock held by Executive as of the Separation Date (which 32,815 shares includes 31,958 unvested shares of restricted stock and 857 unvested dividend equivalent shares), plus any additional shares awarded as dividend equivalents from and after the date hereof, shall remain outstanding and continue to vest following the Separation Date in accordance with their existing terms as if Executive had continued to be employed by the Company through and including January 1, 2009. Except as specifically provided for in this paragraph (d), all stock options, restricted stock and performance share units granted to Executive that are not vested as of the Separation Date shall immediately be forfeited and terminate as of the Separation Date without payment of any additional consideration. The Company acknowledges and agrees that with respect to Executive’s vested stock options to acquire 42,000 shares granted to Executive pursuant to Section 3.4 of the Employment Agreement on July 28, 2006 and held by Executive as of the Separation Date that will remain outstanding and exercisable only for a period of ninety (90) days following the Separation Date (meaning that portion of Executive’s vested stock options granted pursuant to Section 3.4 of the Employment Agreement on July 28, 2006 that are not Three-Year Options), Executive shall be permitted to fund the payment of the exercise price (but not the tax withholding obligation) payable upon exercise of such vested stock options by directing the Company to withhold from the shares otherwise issuable upon exercise of the stock option a number of shares having an aggregate Fair Market Value (as defined under the Ameristar Casinos, Inc. Amended and Restated 1999 Stock Incentive Plan) equal to the aggregate exercise price payable in respect of such exercise.

     (e) In consideration of Executive’s execution of this Agreement and the covenants and agreements of the Company and Executive hereunder, the Company and Executive hereby agree that, effective immediately, the covenants of Executive contained in Section 10.2 of the Employment Agreement are amended as follows: (i) the Restriction Period (as defined in the

1	For the avoidance of doubt, as of May 31, 2008, there were 210,000 shares subject to the Three-Year Options, of which 140,000 were vested and 70,000 were unvested.
2	For the avoidance of doubt, as of May 31, 2008, there were 50,894 shares subject to vested stock options held by Executive other than the Three-Year Options referenced in footnote 1 above.

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Employment Agreement) for purposes of Section 10.2(a) and Section 10.2(d) shall be deemed to be twenty-four (24) months following the date hereof, rather than twelve (12) months, (ii) the Restriction Period for purposes of Section 10.2(b) and Section 10.2(c) shall be deemed to be six (6) months following the date hereof, rather than twelve (12) months, and (iii) Executive shall not be deemed to be in breach of Section 10.2(a) of the Employment Agreement solely as a result of Executive engaging in the activities described in Section 10.2(b) or Section 10.2(c) after the date the Restriction Period applicable to Section 10.2(b) and Section 10.2(c) (as modified by this paragraph) expires.

     (f) Executive acknowledges that Executive has had twenty-one (21) days within which to consider this Agreement if Executive has wished to do so, that Executive has seven (7) days from the date of Executive’s acceptance of this Agreement within which to revoke Executive’s acceptance and that Executive has been and hereby is advised by the Company to consult with counsel concerning this Agreement and Executive had an opportunity to do so. Executive further acknowledges that payment of the Separation Payment will not commence until after such seven (7) days and until Executive shall have provided thereafter reasonable assurances on request that Executive has not revoked Executive’s acceptance of this Agreement within such seven (7) days.

2. Released Claims

     For valuable and sufficient consideration, receipt of which is hereby acknowledged, and with the sole exception of those obligations expressly recited herein or to be performed hereunder and of Executive’s claims to vested interests Executive may have in employee benefit plans, stock options or other equity-based awards as defined exclusively in written documents, and to the extent permitted by law, Executive and Executive’s heirs, successors and assigns do hereby and forever release and discharge the Company and its affiliated entities and their past and present directors, officers, employees, agents, accountants, attorneys, representatives, successors and assigns from any and all causes of action, actions, judgments, liens, indebtedness, damages, losses, claims, liabilities and demands of whatsoever kind and character in any manner whatsoever arising prior to the date of this Agreement (all such claims are referred to in this Agreement as “Released Claims”). Released Claims include but are not limited to the following, and Executive agrees that Executive will not commence or maintain any civil proceeding to pursue any of the Released Claims:

     (a) Any claim arising out of Executive’s employment with the Company or any of its subsidiaries or affiliates or termination of employment, including claims for breach of contract, breach of implied covenant, breach of oral or written promise, allegedly unpaid compensation, wrongful termination, retaliation, infliction of emotional distress, defamation, interference with contract relations or prospective economic advantage, negligence, misrepresentation or employment discrimination;

     (b) Any claim for alleged violations of Title VII of the Civil Rights Act of 1964 prohibiting discrimination based on race, color, religion, sex or national origin, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967 (including the Older Workers Benefit Protection Act) prohibiting discrimination based on age over 40, the Americans With Disabilities Act prohibiting discrimination based on disability, the Fair Labor Standards Act, the Equal Pay Act, the Family and Medical Leave Act, the Employee Retirement Income Security

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Act of 1974, the Nevada Fair Employment Practices Act (NRS 613.010 et seq.), any state statutory wage claim under Chapter 608 of the Nevada Revised Statutes, or any other federal, state or local labor, fair employment or other law under which a claim might be brought were it not released here, all as amended from time to time;

     (c) Any claim (irrespective of the theory or nature thereof) arising out of or relating to Executive’s role, service or status as an officer, director, stockholder (including all direct or derivative claims of any nature), optionholder, holder of restricted securities or performance stock units, agent or representative of the Company or any of its subsidiaries or affiliates;

     (d) Any claim arising out of or relating to the purchase or sale of any securities of the Company;

     (e) Any other claim relating to Executive’s employment or termination of that employment, including without limitation any claims that arose under the Employment Agreement; and

     (f) Any other claim, cause of action, action, judgment, lien, indebtedness, damage, loss, liability or demand of whatsoever kind and character against the Company and its affiliated entities and their past and present directors, officers, employees, agents, accountants, attorneys, representatives, successors and assigns.

3. Unknown Claims Released

     Executive assumes the risk of any mistake of fact and of any facts which are unknown, and thereby waives any and all claims that this release does not extend to claims which the Executive does not know or suspect to exist in Executive’s favor at the time of executing this release, which if known by Executive must or might have materially affected Executive’s settlement with the Company.

     Executive acknowledges that there is a possibility that subsequent to the execution of this Agreement, he will discover facts or incur or suffer claims which were unknown or unsuspected at the time this Agreement was executed, and which if known by him at that time may have materially affected his decision to execute this Agreement. Executive acknowledges and agrees that by reason of this Agreement and the release of Released Claims contained herein he is assuming any risk of such unknown facts and such unknown and unsuspected claims. Executive has been advised of the existence of Section 1542 of the California Civil Code, which reads as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

     Executive knowingly and voluntarily waives the provisions of Section 1542 of the California Civil Code (to the extent applicable), as well as any other statute, law or rule of similar effect, and acknowledges and agrees that this waiver is an essential and material term of

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this release, and without such waiver this Agreement would not have been executed by the Company. The Executive hereby represents that he has been advised by his legal counsel, understands and acknowledges the significance and consequence of this release.

4. Cooperation

     Executive agrees that upon any reasonable request, Executive will fully cooperate with and assist the Company and its subsidiaries in connection with any and all claims, disputes, negotiations, investigations, lawsuits, administrative proceedings or other disputes in which the Company or any of its affiliates or other business relations are involved, so long as any such matter was in any manner related to Executive’s duties and activities conducted on behalf of the Company or its subsidiaries or affiliates. The Company agrees to reimburse Executive for actual and reasonable out of pocket expenses, including, but not limited to, travel and other necessary expenses, directly incurred in connection with any such cooperation and/or assistance. In addition, for any assistance that Executive is requested by the Company to provide after twenty-four months following the Separation Date, Executive shall be entitled to receive reasonable compensation for his time spent directly relating to such services in an amount to be agreed to in good faith by the Company and Executive.

5. Entire Agreement

     Executive and the Company represent, understand and expressly agree that this Agreement sets forth all of the agreements, covenants and understandings of the parties, superseding all other prior and contemporaneous oral and written agreements with respect to the Executive’s employment or its termination, excepting only (i) Executive’s covenants set forth in Sections 10 (as modified by paragraph 1(e) of this Agreement), 11, 12 and 15 of the Employment Agreement, which Executive and the Company reaffirm and incorporate herein by this reference and which shall survive for the period stated in the Employment Agreement and (ii) the Company’s Confidentiality and Non-Disclosure Policy and the Company’s Insider Trading Policy, which Executive and the Company reaffirm and incorporate herein by this reference and which shall survive indefinitely. Executive and the Company agree that no other agreements or covenants will be binding upon the parties unless set forth in a writing signed by the parties or their authorized representatives, and that each of the parties is authorized to make the representations and agreements herein set forth by or on behalf of each such party. Executive and the Company each affirms that no promises have been made to or by either to the other except as set forth in this Agreement.

6. Arbitration

     Executive and the Company agree that any and all disputes, controversies or claims arising out of this Agreement or concerning Executive’s employment or its termination or treatment by the Company shall, except as otherwise provided by the Employment Agreement, be determined exclusively by final and binding arbitration as follows:

     (a) Arbitration shall be before a single arbitrator in accordance with the National Rules for the Resolution of Employment Disputes of the American Arbitration Association, or successor rules then in effect, and judgment upon the award of the arbitrator may be rendered in any court of competent jurisdiction.

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     (b) Claims subject to exclusive final and binding arbitration under this Agreement include, without limitation, claims that otherwise could be tried in court to a jury in the absence of this Agreement.

     (c) Executive and the Company expressly waive all rights to a jury trial in court on all statutory or other claims including, without limitation, those identified in this Agreement.

     (d) The arbitration shall be held in Las Vegas, Nevada and shall be conducted pursuant to the Federal Arbitration Act and under the procedures applicable to arbitrations in that jurisdiction.

     (e) The arbitration shall be administered by the American Arbitration Association, and the arbitrator shall be selected from a list of arbitrators provided by the American Arbitration Association following a request by any party to the arbitration for a list of five retired or former jurists with substantial professional experience in employment matters.

     (f) The arbitrator’s authority and jurisdiction shall be limited to determining the dispute in arbitration in conformity with law, to the same extent as if such dispute were determined as to liability and any remedy by a court without a jury. The arbitrator shall render an award which shall include a written statement of opinion setting forth the arbitrator’s findings of fact and conclusions of law.

     (g) To the extent permitted by law and to the extent the enforceability of this Agreement is not thereby impaired, each party shall pay its own costs of arbitration including, without limitation, attorneys’ fees and costs and fees and costs of any experts. However, if any party prevails on a statutory claim that entitles the prevailing party to a reasonable attorneys’ fee (with or without expert fees) as part of the costs, the arbitrator may award reasonable attorneys’ fees (with or without expert fees) to the prevailing party in accord with such statute.

     (h) Any controversy over whether a dispute is an arbitrable dispute or as to the interpretation or enforceability of this Agreement with respect to such arbitration shall be determined by the arbitrator.

     (i) Executive and the Company agree that the foregoing provisions concerning arbitration do not waive any right Executive or the Company may have to seek and obtain otherwise available injunctive relief, including ancillary monetary relief, in court for any breaches of obligations concerning confidential information or trade secrets or other breaches of obligations that cannot adequately be remedied at law or in arbitration.

7. Miscellaneous

     (a) Executive agrees not to make, issue or produce any disparaging comments, whether orally or in writing, about the Company or its representatives, affiliates, stockholders, officers, directors, employees or agents or their respective heirs, executors, successors or assigns. The Company agrees to use reasonable efforts (including advising the Company’s executive officers and directors of the existence of the covenant of the Company contained in this paragraph 7(a) and acknowledgement by such persons of the same) to cause its executive officers and directors not to make, issue or produce any disparaging comments, whether orally or in writing, about Executive.

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     (b) From and after the Separation Date, Executive shall no longer hold himself out to the public as a representative of the Company or any affiliate of the Company.

     (c) Executive agrees to direct all inquiries concerning Executive’s employment with the Company to the Company’s General Counsel, who will represent that Executive resigned to pursue other opportunities.

     (d) Executive represents and agrees that, at the Separation Date, Executive will possess no confidential or proprietary information of the Company, in hard copy or electronic form or any other means (including, but not limited to, customer lists and business plans), and that Executive will have returned to the Company any and all Company property and Company documents which Executive used, possessed, or had access to during his employment.

     (e) Executive agrees that the existence and terms of this Agreement are confidential and until made public by the Company, Executive will not disclose the existence or terms of this Agreement to any person other than Executive’s legal and tax advisors and immediate family members. Executive further represents that he has not made any disclosures prior to the signing of this Agreement which would have violated this promise of confidentiality had those disclosures been made after the signing of this Agreement.

8. Voluntary Agreement

     Executive affirms that Executive enters into this Agreement freely and voluntarily.

[signature page follows]

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     THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION THAT MAY BE ENFORCED BY THE PARTIES.

     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the respective dates set forth below.

     Dated May 31, 2008 at Las Vegas, Nevada.

	Executive:
	/s/ John M. Boushy
	John M. Boushy
Dated May 31, 2008 at Las Vegas, Nevada.
	Ameristar Casinos, Inc.
	By:	/s/ Gordon R. Kanofsky
		Name:	Gordon R. Kanofsky
		Title:	Vice Chairman of the Board

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

AMERISTAR CASINOS ANNOUNCES SENIOR MANAGEMENT CHANGES

Las Vegas, Nev., June 2, 2008 - Ameristar Casinos, Inc. (NASDAQ-GS: ASCA) today announced the following senior management changes, effective immediately, which capitalize on the Company’s depth of management:

- Ray H. Neilsen has been named Chairman of the Board of Directors. Neilsen previously served as Co-Chairman of the Board and Senior Vice President. In his new role, Neilsen will oversee the Company’s strategic direction, with an emphasis on operations, marketing, entertainment and design & construction.

- Gordon R. Kanofsky has been named Chief Executive Officer and Vice Chairman of the Board of Directors. Kanofsky, previously Co-Chairman of the Board and Executive Vice President, succeeds John M. Boushy, who has resigned as Chief Executive Officer, President and a Director of the Company to pursue other opportunities.

- Larry A. Hodges has been named President and Chief Operating Officer of the Company, reporting to Kanofsky. Hodges will be responsible for gaming, hotel, food and beverage, marketing, design, construction and IT. Hodges will continue to serve as a Director of Ameristar.

- Peter C. Walsh, currently Senior Vice President and General Counsel of Ameristar, will take on the expanded role of Chief Administrative Officer, overseeing human resources, administration and communications in addition to his current responsibilities. Walsh will continue to report to Kanofsky.

In announcing this transition on behalf of Ameristar and its Board of Directors, Ray H. Neilsen, Chairman of the Board, said, “With his extensive knowledge of our company and the gaming industry, Gordy has been a key member of both the management team and the Board. Working closely with my father, the Company’s founder, Gordy has been instrumental in setting Ameristar’s strategic direction for many years. We believe he is the natural choice to lead Ameristar as we continue to execute on our expansion and enhancement strategy and anticipate a smooth transition of senior management. We have the right team in place to carry out the vision my father had for Ameristar – to offer our guests a total entertainment experience that includes outstanding guest service and a broad range of amenities at high quality facilities.”

In addition, J. William Richardson, Chairman of the Audit Committee, said, “We are pleased to announce that Ray will expand his leadership role to serve as Chairman of the Board. For nearly two decades, Ray has played an integral role in shaping the Ameristar culture, which has been essential to our success. He is well positioned to continue his father’s legacy.”

Neilsen added, “On behalf of the Board, we thank John for his dedicated service to Ameristar during a critical time and we wish him well in his future endeavors.”

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Gordon R. Kanofsky, Chief Executive Officer, said, “Over the many years that Ray and I have worked with Larry, we have come to respect him as a leader and an operator. Ameristar will benefit from his deeper, day-to-day involvement in the Company’s operations and we look forward to working closely with him in his new capacity. We are also pleased to be working with Peter in his expanded role. Peter has been a member of the Company’s management team for six years and we look forward to continuing to benefit from his guidance. We have a strong and talented leadership team at Ameristar, and with the continued commitment of our outstanding 9,000 team members, I am confident that we are well positioned to realize the next phase of our growth and success.”

Neilsen and Kanofsky are co-executors of the Craig H. Neilsen Estate and serve as co-trustees and members of the board of directors of The Craig H. Neilsen Foundation, a private charitable foundation that is primarily dedicated to spinal cord injury research and treatment. The Neilsen Estate beneficially owns approximately 31.5 million shares or 55% of Ameristar’s outstanding shares as of March 31, 2008. Craig Neilsen’s estate plan provides for 25 million of the shares to pass to The Craig H. Neilsen Foundation, with the remaining shares passing to Ray Neilsen and a trust for his benefit.

Neilsen concluded, “Given the Neilsen Estate’s significant ownership of Ameristar, our interests are very closely aligned with all shareholders. Ameristar is a strong company with leading positions in all of its markets. I look forward to working with the entire Board and management team to achieve my father’s vision for this Company to the benefit of all of our stakeholders.”

About Ray H. Neilsen

Ray H. Neilsen, 44, has been Senior Vice President of Ameristar since January 2007 and was elected Co-Chairman of the Board in November 2006. He has held various management positions with Ameristar or its subsidiaries since 1991. Neilsen was Vice President of Operations and Special Projects of Ameristar from February 2006 to January 2007. He was Senior Vice President and General Manager of Ameristar Vicksburg from June 2000 to February 2006, and Senior Vice President and General Manager of Ameristar Council Bluffs from October 1997 to January 2000. Neilsen serves on the board of directors of Vicksburg Riverfest. He holds a Bachelor of Science degree in History from the Albertson College of Idaho and a Master in Business Administration degree from the Monterey Institute of International Studies. Neilsen is the son of Craig H. Neilsen, Ameristar’s founder and former Chairman of the Board, Chief Executive Officer and majority shareholder.

About Gordon R. Kanofsky

Gordon R. Kanofsky, 53, joined Ameristar in September 1999 and has been Executive Vice President since March 2002 after initially serving as Senior Vice President of Legal Affairs. He was elected Co-Chairman of the Board in November 2006. As Executive Vice President, Kanofsky oversaw Ameristar’s legal, regulatory compliance, business development and governmental affairs departments. Prior to joining Ameristar, Kanofsky was in private law practice in Washington, D.C. and Los Angeles, California, primarily focused on corporate and securities matters, and represented Ameristar beginning in 1993. In addition, he serves on the board of directors of the American Gaming Association and on the Association’s Task Force on Diversity. Kanofsky is a long-time member of the board of directors of the Southern California

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chapter of the Cystic Fibrosis Foundation. Kanofsky is a graduate of the Duke University School of Law and holds an undergraduate degree in History from Washington University in St. Louis.

About Larry A. Hodges

Larry A. Hodges, 59, became a Director of Ameristar in March 1994 and has more than 35 years of experience in the retail food business. Since September 2005, he has been a Director of CRG Partners Group LLC (formerly known as Corporate Revitalization Partners, LLC) (“CRG”), a privately held business management firm. From July 2003 to September 2005, he was a Director of RKG Osnos Partners, LLC, a privately held business management firm that merged with CRG. He was President and Chief Executive Officer of Mrs. Fields Original Cookies, Inc. from April 1994 to May 2003, after serving as President of Food Barn Stores, Inc. from July 1991 to March 1994. From February 1990 to October 1991, Hodges served as president of his own company, Branshan Inc., which engaged in the business of providing management consulting services to food makers and retailers. Earlier, Hodges was with American Stores Company for 25 years, where he rose to the position of President of two substantial subsidiary corporations. Hodges’ first management position was Vice President of Marketing for Alpha Beta Co., a major operator of grocery stores in the West. Hodges holds a Bachelor of Arts degree from California State University, San Bernardino and is a graduate of the Harvard Business School Program for Management Development.

About Peter C. Walsh

Peter C. Walsh, 51, joined Ameristar as Senior Vice President and General Counsel in 2002. Walsh previously served as Vice President and Assistant General Counsel of MGM MIRAGE and as Assistant General Counsel of Mirage Resorts, Incorporated for nine years. He was involved in almost every significant financing and corporate transaction engaged in by Mirage Resorts since the early 1980s. Prior to that, he was in private legal practice in Los Angeles, California. Walsh graduated summa cum laude from UCLA School of Law. He earned an undergraduate degree in English from Loyola Marymount University, also with summa cum laude honors.

About Ameristar

Ameristar Casinos, Inc. is a leading Las Vegas-based gaming and entertainment company known for its premier properties characterized by innovative architecture, state-of-the-art casino floors and superior dining, lodging and entertainment offerings. Ameristar’s focus on the total entertainment experience and the highest quality guest service has earned it leading market share positions in the markets in which it operates. Founded in 1954 in Jackpot, Nevada, Ameristar has been a public company since November 1993. The Company has a portfolio of eight casinos in seven markets: Ameristar St. Charles (greater St. Louis); Ameristar Kansas City; Ameristar Council Bluffs (Omaha, Nebraska and southwestern Iowa); Ameristar Vicksburg (Jackson, Mississippi and Monroe, Louisiana); Ameristar Black Hawk (Denver metropolitan area); Cactus Petes and The Horseshu in Jackpot, Nevada (Idaho and the Pacific Northwest); and Resorts East Chicago (Chicagoland area), which was acquired Sept. 18, 2007.

Visit Ameristar Casinos’ web site at www.ameristar.com
(which shall not be deemed to be incorporated in or a part of this news release).

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Forward-Looking Information

This release contains certain forward-looking information that generally can be identified by the context of the statement or the use of forward-looking terminology, such as “believes,” “estimates,” “anticipates,” “intends,” “expects,” “plans,” “is confident that,” “should” or words of similar meaning, with reference to Ameristar or our management. Similarly, statements that describe our future plans, objectives, strategies, financial results or position, operational expectations or goals are forward-looking statements. It is possible that our expectations may not be met due to various factors, many of which are beyond our control, and we therefore cannot give any assurance that such expectations will prove to be correct. For a discussion of relevant factors, risks and uncertainties that could materially affect our future results, attention is directed to “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2007 and “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2008.

CONTACTS:

Investors:
Tom Steinbauer
Senior Vice President, Chief Financial Officer
Ameristar Casinos, Inc.
(702) 567-7000

Media:
Karen Lynn
VP of Communications
Ameristar Casinos, Inc.
(702) 567-7038

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