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Exhibit 10.2
FIRST AMENDMENT
TO
2000 STOCK INCENTIVE PLAN
OF
MTR GAMING GROUP, INC.
Pursuant to the authority granted to the Board of Directors (the "Board")
of MTR Gaming Group, Inc. (the "Company") by Section 11 of the Company's 2000
Stock Incentive Plan (the "Plan"), adopted by the Board on March 13, 2000, the
Plan is amended as set forth herein. Capitalized terms shall have the same
meaning set forth in the Plan. This Amendment shall be effective as of August
23, 2000 with respect to grants or awards made after such effective date.
A. The following shall be added to Paragraph 3 of the Plan:
Notwithstanding any provision in the Plan to the contrary,
an Award granted to a consultant or director who is not an
employee of Company shall be based upon a formula or other
criteria established by the Committee at least ninety (90)
days prior to the grant of such Award.
B. The following shall be added to Paragraph 4(b) of the Plan:
Notwithstanding any provision in this Plan to the contrary,
the exercise price per share of a NQSO shall not be less
than the Fair Market Value of a share of Common Stock on the
date that the NQSO was granted or, if the NQSO was repriced
pursuant to Paragraph 4(f), the date that the NQSO was
repriced.
C. The following shall be added as Paragraph 4(f):
(f) REPRICING. In the event that the Committee determines
that it would be in the best interest of the Company
and consistent with the purposes of the Plan, the
Committee may reduce the exercise price of previously
granted ISOs and/or NQSOs; PROVIDED, HOWEVER, that such
repricing by the Committee pursuant to this Paragraph
4(f) shall be limited to not more than ten percent
(10%) of the number of options then outstanding under
the Plan. Because the modification of an ISO is treated
by Section 425(h) of the Code as the grant of a new
option, the repricing of an ISO
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pursuant to this Paragraph 4(f) shall be treated as
the grant of a new option for purposes of applying
the limitations set forth in this Paragraph 4.
D. The following shall be added to Paragraph 5:
Contracts with respect to the grant of shares of Common
Stock shall require that the Award holder agree not to
transfer the Common Stock for (a) one year following the
grant in the case of Awards based on performance and (b)
three years following the grant in the case of Awards based
on the passage of time. The Contracts may provide for the
waiver of this restriction in the event of death,
disability, retirement, change of control or other similar
circumstances specified by the Committee.
E. The following shall be added to Paragraph 11:
Notwithstanding any Provision in this Paragraph 11 to the
contrary, material amendments (E.G., those that enlarge the
term of the Plan, increase the number of shares to be
reserved for or granted under the Plan, or expand the types
of grants that may be made under the Plan) to the Plan shall
require approval by a majority of the votes present in
person or by proxy and entitled to vote thereon at a duly
held meeting of the Company's stockholders at which a quorum
is present.
F. No other amendments of or changes to the Plan are intended hereby.
