CENTURY CASINOS INC /CO/
1ST AMENDMENT TO EEIP
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>3
<FILENAME>exhibit10116.txt
<DESCRIPTION>1ST AMENDMENT TO EEIP
<TEXT>
                                 FIRST AMENDMENT
                                       TO
                        EMPLOYEES' EQUITY INCENTIVE PLAN
                                       AS
                              AMENDED AND RESTATED


                              CENTURY CASINOS, INC.



                             Dated as of May 1, 2000


                                     <PAGE>






                                 FIRST AMENDMENT
                       TO EMPLOYEES' EQUITY INCENTIVE PLAN
                             AS AMENDED AND RESTATED


     This First  Amendment to Employee's  Equity  Incentive Plan, as Amended and
Restated, of Century Casinos,  Inc., a Delaware corporation (the "Company"),  is
made as of this 1st day of May, by and among all of the undersigned Directors of
the Company:


                                    RECITALS

1.   On or about April 29,  1994,  the Company  adopted  the  Employees'  Equity
     Incentive Plan.

2.   On or about  December  1,  1999,  the  Company  amended  and  restated  the
     Employee's Incentive Plan, as the Employees' Equity Incentive Plan, Amended
     and Restated (the "Plan");

3.   The Company now desires to further amend the Plan.

          NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants  and
     conditions contained herein, the Directors agree as follows:

1.   Section  5 of the  Plan is  hereby  amended,  to read  in its  entirety  as
     follows:


                                   "SECTION 5

                      MERGER, REORGANIZATION OR LIQUIDATION

      In the event that:

(a)  the Company is merged or consolidated with another  corporation (other than
     a merger or  consolidation  in which the  Company  or a  subsidiary  is the
     continuing  corporation and which does not result in any  reclassifications
     or change of outstanding Shares); or

                                      -1-
                                     <PAGE>


(b)  if all,  or  substantially  all,  of the  assets,  or more  than 50% of the
     outstanding  voting  stock  of  the  Company,  is  acquired  by  any  other
     corporation,  business entity or person (other than a sale or conveyance in
     which the Company  continues as a holding  company of an entity or entities
     that conduct the business or businesses formerly conducted by the Company);
     or

(c)  there is a  reorganization  (other than a  reorganization  under the United
     States Bankruptcy Code) or liquidation of the Company;

     the Incentive Plan Committee  (appointed by the existing Board of Directors
     prior to such merger,  reorganization or liquidation)  shall have the power
     and discretion to prescribe the terms and conditions for the exercise of or
     modification of, any outstanding Awards granted hereunder.

          This  discretionary  power of the Incentive  Plan  Committee  existing
     prior to such event shall apply only in the event the provisions of Section
     11 ("Change in  Control") do not apply (in which event the  Incentive  Plan
     Committee must proceed pursuant to the provisions set forth in Section 11).

          By way of  illustration,  and not by way of limitation,  the Incentive
     Plan  Committee  existing prior to any event in (a), (b), or (c) above may,
     under this Section 5:

     (a)  provide  for the  complete  or  partial  acceleration  of the dates of
          exercise of the Options; or

     (b)  provide that such Options will be exchanged or converted  into options
          to acquire securities of the surviving or acquiring corporation; or

     (c)  provide  for a payment  or  distribution  in  respect  of  outstanding
          Options (or the portion  thereof  that is  currently  exercisable)  in
          cancellation thereof; or

     (d)  remove restrictions on Restricted Stock; or

                                      -2-
                                     <PAGE>




     (e)  may modify the performance requirements for any other Awards; or

     (f)  provide that Stock or other Awards granted hereunder must be exercised
          in connection with the closing of such transaction, and that if not so
          exercised such Awards will expire.

          Any such  determinations  by the Incentive  Plan Committee may be made
     generally  with  respect  to  all  Participants,   or  may  be  made  on  a
     case-by-case basis with respect to particular Participants.

     The  provisions  of this  Section  5 shall  not  apply  to any  transaction
     undertaken for the purpose of reincorporating the Company under the laws of
     another  jurisdiction,  if such transaction does not materially  affect the
     beneficial ownership of the Company's capital stock."

     2. Section  11.3(a),  Definition,  of the Plan is hereby amended to read as
follows:

          "11.3  Definition.  For  purposes  of the Plan,  a "change in control"
     shall be deemed to have  occurred if any  "person"  or "group"  (within the
     meaning of Sections  13(d) and 14(d)(2) of the 1934 Act),  other than (i) a
     trustee or other fiduciary  holding  securities  under an employee  benefit
     plan of the  Company,  or (ii)  such  person  or group  made up  solely  of
     directors of the Company,  duly elected or reelected by the Shareholders at
     the most recent annual  meeting of the Company,  or officers of the Company
     duly  appointed by such elected or reelected  directors,  is or becomes the
     "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act),  directly
     or indirectly, of more than 33 1/3% of the then outstanding voting stock of
     the Company."

     3. All other  provisions  of the Plan are hereby  ratified,  confirmed  and
approved, and shall remain unchanged, in full force and effect.


                                      -3-
                                     <PAGE>


     IN WITNESS WHEREOF,  the Company,  through the ratification and approval of
its Board of Directors,  has caused this First  Amendment to  Employees'  Equity
Incentive  Plan to be duly  executed,  all as of the date and year  first  above
written.




                                                           CENTURY CASINOS, INC.

                                                             /s/ Erwin Haitzmann
                                                       -------------------------
                                                                 Erwin Haitzmann


                                                            /s/ Peter Hoetzinger
                                                       -------------------------
                                                                Peter Hoetzinger


                                                          /s/ Gottfried Shellman
                                                        ------------------------
                                                              Gottfried Shellman


                                                          /s/ Robert S. Eichberg
                                                        ------------------------
                                                              Robert S. Eichberg


                                                               /s/ Dinah Corbaci
                                                        ------------------------
                                                                   Dinah Corbaci

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</DOCUMENT>
