Exhibit 10.2
SEPTEMBER 30, 1995
AMENDMENT TO
SHUFFLE MASTER, INC.
1993 STOCK OPTION PLAN
The Board of Directors (the "Board") of Shuffle Master, Inc. (the "Company"),
pursuant to Section 18 of the 1993 Stock Option Plan (the "Plan"), hereby
amends, effective as of the date hereto, Section 7.)(02) by adding the following
language thereto:
The vesting and time of exercise of each option is subject to the
additional provision of Section 7.)(10) hereof.
The Board, pursuant to Section 18, further amends the Plan by adding the
following language as Section 7.)(10):
(10) Acceleration of vesting and exercisability in the event of certain
events. Any Option, whether granted prior to the date of the amendment
to the Plan adding this Section, or after such date, shall be subject
to the following additional provisions regarding vesting and
exercisability unless, at the time of grant, this Section is
specifically referred to and this Section is specifically stated to not
be applicable to such grant.
Notwithstanding any requirements for vesting and time of exercisability
of any Option as set forth in the Option Agreement with each optionee
or as otherwise determined by the Committee, any Option granted under
this Plan, to the extent not already terminated, shall become vested
and immediately exercisable if any of the following occur:
(a) any person (other than the Company) shall make a tender
offer to acquire such number of shares of the Company's common
stock as shall constitute twenty percent (20%) or more of the
Company's outstanding common stock;
(b) the Company shall announce that it has entered into an
agreement (including a nonbinding letter of intent or other
similar informal arrangement) which agreement contemplates the
issuance or transfer (or assignment of voting rights) related
to shares of common stock (or other securities convertible
into or exchangeable for common stock) representing at least
twenty percent (20%) of the outstanding common stock of the
Company (including a series of similar transactions effected
within six (6) months which, in the aggregate, contemplate the
issuance and/or transfer of at least twenty percent (20%) of
the Company's outstanding common stock);
(c) a proxy statement, whether issued by the Company or
another shareholder, proposes a vote at a shareholder meeting
related to any merger of the Company, any sale of
substantially all of the Company's
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assets, or any reorganization of the Company involving a
change in beneficial ownership of the Company; or
(d) any other event which the Option Committee determines is
of similar effect, such determination to be made by the
Committee on an event-by-event basis.
Nothing in this provision shall limit or shorten the period during
which any such option is exercisable. If an option provides for
exercisability during a limited period after a contingency is
satisfied, and the initial exercisability of the option is accelerated
by means of this provision, the expiration of such option shall be
delayed until the contingency has been satisfied and the option shall,
thereafter, remain exercisable for the balance of the period initially
contemplated by the option grant. (For example, if an option is granted
providing that it shall be exercisable for a period of ninety (90) days
after a triggering event, and such option is subject to the provisions
of this Section providing that it shall become immediately exercisable,
it shall thereafter remain exercisable until such triggering event has
occurred and ninety (90) days has passed.)
Any acceleration or extension of exercisability pursuant to this
Section shall not extend such exercisability beyond the expiration set
forth in Section 7.)(02) nor beyond the maximum term set forth in
Sections 7.)(03) and 7.)(04).
If the acceleration of vesting and exercisability set forth in this
Section 7.)(10) should cause any Options, previously designated as
Incentive Stock Options pursuant to Section 5.) hereof, to cease to
qualify as Incentive Stock Options because the aggregate Fair Market
Value of the stock with respect to which any Incentive Stock Options
are exercisable for the first time by any individual employee shall
exceed $100,000 due to such acceleration of exercisability, the Option
Committee may, but is not required to:
(i) designate which Options then outstanding shall continue to
be categorized as Incentive Stock Options and which shall be
Nonqualified Options;
(ii) delay acceleration of some or all Options to a later tax
year so that the Options as to which acceleration of
exercisability is delayed will continue to qualify as
Incentive Stock Options (provided, however, that any such
delay in acceleration shall not extend exercisability beyond
the maximum term set forth in Section 7.)(02) nor beyond the
expiration set forth in Sections 7.)(03) or 7.)(04)).
If the Option Committee does not make either such designation, the
earliest-granted (without regard to date of vesting) Options shall be
deemed to continue as Incentive Stock Options until the dollar
limitation set forth in Section 5.) has been met and all remaining
Options shall be Nonqualified Options.
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