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EXHIBIT 99.1
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 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.
