AMENDED AND RESTATED MANAGEMENT AGREEMENT (“Management Agreement”)

Exhibit 10.7





AMENDED AND RESTATED MANAGEMENT AGREEMENT

(“Management Agreement”)





This Amended and Restated Management Agreement (the “Agreement”) is entered into effective for all purposes and in all respects as of November 1, 2024, by and between CENTURY RESORTS INTERNATIONAL LTD. (a Mauritius corporation 100% owned by Century Casinos, Inc.), CENTURY CASINOS, INC., a US, Delaware corporation, and FLYFISH MANAGEMENT & CONSULTING AG (f/k/a FLYFISH CASINO CONSULTING AG, a Swiss corporation.



CENTURY RESORTS INTERNATIONAL LTD. shall be referred to as “CRI”,

CENTURY CASINOS, INC. shall be referred to as “Company”, and

FLYFISH MANAGEMENT & CONSULTING AG shall be referred to as “Consultant”.





WITNESSETH THAT:



WHEREAS, Consultant has the right, and the human resources - inter alia through a contractual relationship with ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ (Austrian citizen, born 08-18-1953) - available, to provide executive casino management services and is currently providing such services to CRI, a wholly-owned subsidiary of the Company; and



WHEREAS, Consultant, the Company and CRI are party to an existing Revised And Restated Management Agreement, dated as of September 30, 2006 (the “Existing Agreement”);



WHEREAS, the Company and Dr. ▇▇▇▇▇▇▇▇▇ believe it will be mutually beneficial to terminate Dr. ▇▇▇▇▇▇▇▇▇’s employment agreement with a Company affiliate and for all services to be performed by Dr. ▇▇▇▇▇▇▇▇▇ or Consultant to be governed by this Agreement;



WHEREAS, in connection therewith, the parties wish to transfer this Agreement from CRI to the Company and to set forth the terms and conditions of their agreements and understandings between the Company, Dr. ▇▇▇▇▇▇▇▇▇ and Consultant;



NOW, THEREFORE, in consideration of the foregoing, of the mutual promises herein contained, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending legally to be bound, agree as follows:





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The right and obligations of CRI pursuant to the Existing Agreement are hereby transferred and assigned to the Company. On the Effective Date, CRI shall have no further rights or obligations under this Agreement.





The term of this Agreement shall continue until October 31, 2029, and shall be automatically renewed for additional, successive periods of five (5) years each thereafter, unless sooner terminated in accordance with the relevant provisions of this Agreement.





By entering into this Agreement, Consultant shall undertake and assume the responsibility of performing for and on behalf of the Company such duties as are usual, similar and customary to the position of a (Co) Chief Executive Officer. The duties of Consultant shall be performed through ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇. Consultant shall plan, schedule and book all business travels at its discretion.





















For purposes hereof, the term "Cause" shall mean: the failure of Consultant, without good reason, within thirty (30) days after receipt by Consultant of written notice thereof from the Company, to start to correct, cease, or otherwise alter any specific action or omission to act that constitutes a willful and material breach of this Agreement resulting in material and substantial damage to the Company, or willful gross misconduct resulting in material and substantial damage to the Company.



Once such valid and uncontested termination for Cause by the Company becomes effective, the Company has the right to terminate any compensation / management fee payments to Consultant and Consultant shall not receive any termination pay or benefits beyond such date.

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For purposes hereof, the term "Good Reason" shall mean: (i) the failure of the Company for any reason, within thirty (30) days after receipt by the Company of written notice from Consultant, to correct, cease, or otherwise alter any material adverse change in the conditions of Consultant's engagement, including, but not limited to any change in Consultant's duties (such as, but not limited to another person or consulting company assuming the same or similar title, position or duties, or Consultant’s primary duties being assigned to be performed by Consultant in a country other than the country of primary residence of ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), unless Consultant consents in advance and in writing to such change; or (ii) a “Change of Control” of the Company occurs, or has previously occurred at any time during Consultant’s engagement hereunder.



“Change of Control” as used herein shall mean any of the following: (a) any person (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) not affiliated with Consultant or ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ becoming the beneficial owner of a majority of the Company’s then outstanding securities; (b) the triggering of the issuance of stock rights to Shareholders pursuant to the Company’s Stock Rights Agreement, as amended from time to time; (c) the replacement during any two calendar years of half or more of the existing Board of Directors of the Company; (d) the replacement, or rejection (i.e. through a proxy fight), of one or more person(s), nominated to be Director(s) by the Company’s Board of Directors before any Change of Control; (e) ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ is no longer Vice-Chairman and Co Chief Executive Officer of the Company, unless because of his death or permanent disability; (f) holders of the Company’s securities approve a merger, sale, consolidation or liquidation of the Company; or (g) the date upon which individuals who, on the date hereof constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to date hereof whose appointment, election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors who remain on the Board (either by a specific vote or by approval of the proxy statement of the Company in which such person is named as a nominee for director, without objection to such nomination) shall also be deemed to be an Incumbent Director provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or any other actual or threatened solicitation of

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proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director.







“Stock Value” as used herein shall be calculated according to the provisions of the Company's Certificate of Incorporation, article NINTH, C. (b) (i) (A) to (D). The reference to these provisions in the Company's Certificate of Incorporation shall be applicable for the one and only reason of determining the Stock Value.

“Stock” as used herein shall include any and all shares of common stock and/or stock awards (whether restricted or not), stock award units and/or preferred stock of the Company and of any subsidiary of the Company owned by a Consulting

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Group Member, no matter how and when acquired (including through exercise of options and/or warrants).















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So long as Consultant is not found by a court of law to be guilty of a willful and material breach of this Agreement, or to be guilty of willful gross misconduct, Consultant shall be indemnified from and against any and all losses, liability, claims and expenses, damages, or causes of action, proceedings or investigations, or threats thereof (including reasonable attorney fees and expenses of counsel satisfactory to and approved by Consultant) incurred by Consultant, arising out of, in connection with, or based upon Consultant's services and the performance of its duties pursuant to this Agreement, or any other matter contemplated by this Agreement, whether or not resulting in any such liability; and Consultant shall be promptly reimbursed by the Company as and when incurred for any reasonable legal or other expenses incurred by Consultant in connection with investigating or defending against any such loss, claim, damage, liability, action, proceeding, investigation or threat thereof, or producing evidence, producing documents or taking any other action in respect thereto (whether or not Consultant is a defendant in or target of such action, proceeding or investigation).





Unless the express provisions of a particular section of this Agreement state otherwise, or performance thereunder would be impossible, this Agreement shall be binding upon, and shall inure to the benefit of, Company and Consultant, and their respective heirs, personal and legal representatives, successors, and assigns. It shall also be expressly binding upon and inure to the benefit of any person or entity assuming the Company, by merger, acquisition, consolidation, purchase of assets or stock, or otherwise.





It is understood and agreed that the construction and interpretation of this Agreement shall at all times and in all respects be governed by the laws of the State of Delaware. The Company agrees to cover all costs, including legal, arising in connection with drafting and implementing this Agreement, both for the Company and for Consultant.





The provisions of this Agreement shall be deemed severable, and the invalidity or unenforceability of any one or more of the provisions of this Agreement shall not affect the validity and enforceability of the other provisions.





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Any notice required to be given hereunder shall be sufficient if it is in writing and sent by certified or registered mail, return receipt requested, first-class postage prepaid, to the following respective addresses, which may hereafter be changed by written notice to the other party:



Company at ▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇;

Consultant at Flyfish Management & Consulting AG ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇: ▇▇▇: ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇;

With a copy to:

c/o Profundia Wirtschaftstreuhand GmbH, attn: ▇▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇

CRI at ▇▇▇▇▇ ▇, ▇▇▇▇▇ ▇, ▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇.





This Agreement contains the entire agreement and understanding by and between the Company and Consultant. No change or modification of this Agreement shall be valid or binding unless it is in writing and signed by the party intended to be bound. No waiver of any provision of this Agreement shall be valid unless it is in writing and signed by the party against whom the waiver is sought to be enforced. No valid waiver of any provision of this Agreement at any time shall be deemed a waiver of any other provision of this Agreement at such time or at any other time. The Compensation Committee of the Company shall administer this Agreement, in good faith, and may make such administrative or ministerial adjustments hereto as may be reasonably required without requiring written Amendment, if Consultant agrees in advance and in writing, and the rights of Consultant are not adversely affected thereby.





Other than in the performance of its duties hereunder, Consultant agrees not to disclose, either during the term of its engagement by the Company or at any time thereafter, to any person, firm or corporation any confidential information concerning the business affairs, financial affairs, know-how, private documents, reports, plans, proposals, marketing and sales plans, or similar information of the Company. Any such documents, techniques, methods, processes or technologies used by the Company shall be considered confidential and a “trade secret” for the purposes of this Agreement.





This Agreement may be executed in two or more counterparts, any one of which shall be deemed the original without reference to the others.



[Signature Page Follows]



 

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IN WITNESS WHEREOF, the parties hereto have caused this Amended and Restated Management Agreement to be duly executed and delivered as of the Effective Date first above written.

 







[Signature Page to A&R Management Agreement]



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