form8k06937_03152010.htm
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): March 15,
2010
RIVIERA
HOLDINGS
CORPORATION
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(Exact
name of registrant as specified in its charter)
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2901
Las Vegas Boulevard
Las
Vegas,
Nevada
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (702)
794-9237
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(Former
name or former address, if changed since last
report.)
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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 (see General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02(e)
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On March 15, 2010, the Board of
Directors (the “Board”) of Riviera Holdings Corporation (the “Registrant”),
approved award ranges for fiscal 2010 under the Company’s Incentive Compensation
Plan (the “Plan”) and established 2010 EBITDA threshold targets for the
Registrant’s wholly owned subsidiaries, Riviera Black Hawk, Inc. (“RBH”) and
Riviera Operating Corporation (“ROC”), and a consolidated EBITDA threshold
target (“Consolidated”), which is comprised of the RBH and ROC EBITDA thresholds
targets less certain corporate expenses.
For purposes of 2010 incentive
compensation, property level EBITDA and Consolidated EBITDA performance
threshold targets are (i) $4.7 million for Riviera Las Vegas under ROC, (ii)
$9.6 million for Riviera Black Hawk under RBH, and (iii) $11.0 million for
Consolidated. The awards under the Plan are earned only if the
applicable EBITDA threshold targets are exceeded. If property level
and Consolidated EBITDA performance threshold targets are exceeded, a percentage
(described below) of the excess EBITDA (the “Excess EBITDA”) will be set aside
in a bonus pool payable to eligible participants. Under the Board
approved formula for fiscal 2010: (i) Robert A. Vannucci, the President and
Chief Operating Officer of ROC, and other key property level managers, are
eligible to share in a bonus pool equal to 25% of Excess EBITDA for either of
ROC or RBH, as applicable (Mr. Vannucci participates in the bonus pool for ROC),
and (ii) Messrs. Westerman, Marchionne and Simons are eligible to share in a
bonus pool equal to 7.5% of Excess EBITDA for each of ROC, RBH and
Consolidated. Mr. Westerman is the Registrant’s Chief Executive
Officer, President and Chairman of the Board; Mr. Marchionne is the Registrant’s
Secretary and General Counsel and ROC’s Secretary and Executive Vice President
and; Mr. Simons is the Registrant’s Treasurer and Chief Financial Officer
(“CFO”) and ROC’s Treasurer, CFO and Vice President of Finance.
Depending on the size of the
aforementioned Excess EBITDA bonus pools, the possible award ranges under the
Plan for fiscal 2010 are (a) zero to $250,000 for Messrs Westerman and
Vannucci, and (b) zero to $125,000 for Messrs. Marchionne and
Simons.
SIGNATURE
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 hereunto
duly authorized.
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Date:
March 19, 2010
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RIVIERA
HOLDINGS CORPORATION
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By:
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Phillip
B. Simons
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Treasurer
and Chief Financial Officer
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