Exhibit 10.1
ISLE OF CAPRI CASINOS, INC.
DEFERRED BONUS PLAN
(As Amended Through the First Amendment)
1. Purpose. Isle of Capri Casinos, Inc. (the "Company") may, in its
discretion, grant cash bonuses (a "Cash Bonus") to Eligible Employees as of
a date (the "Bonus Award Date") following the end of any fiscal year of the
Company as a means of attracting and retaining the services of experienced
and knowledgeable officers and employees. The Deferred Bonus Plan allows
for the Company to provide for the deferral of a portion of the Cash Bonus
and to allow Eligible Employees an election as to the payment of the
deferred portion of the Cash Bonus, subject to the terms and conditions of
this Plan.
2. The Deferred Bonus. Subject to the terms and conditions set
forth below, with respect to each Cash Bonus the Company awards to an
Eligible Employee during the term of this Plan, twenty percent (20%) of the
amount of such bonus (the "Deferred Bonus") shall be deferred and shall be
payable on the first to occur of the following (the "Deferred Bonus Payment
Date"): (i) the death or Disability of the Eligible Employee, (ii) the
fifth anniversary of the last day of the Company's fiscal year immediately
preceding the Bonus Award Date, or (iii) an Extraordinary Transaction.
3. Forfeiture of Deferred Bonus. Notwithstanding any other
provision of this Plan, if the recipient of a Cash Bonus ceases for any
reason to be an Eligible Employee at any time prior to the Deferred Bonus
Payment Date (including termination of employment with the Company without
cause), except as a result of his or her death or Disability, he or she
shall forfeit any and all rights to the Deferred Bonus.
4. The Deferral Election. Within thirty (30) days after each Bonus
Award Date, an Eligible Employee who is awarded a Cash Bonus must submit a
Deferral Election, in the form provided by the Company, pursuant to which
he or she may make any one of the following elections with respect to the
payment of the Deferred Bonus portion of such Cash Bonus (provided that,
any Participant who fails to make such an election shall, at the Company's
election, either forfeit the Deferred Bonus or be entitled to the Deferred
Bonus as provided in paragraph 4(a) below):
(a) To receive on the Deferred Bonus Payment Date, an amount
equal to the Deferred Bonus plus interest, compounded
annually, on the principal amount of the Deferred Bonus, at
the Treasury Rate on the Bonus Award Date and as adjusted as
of each anniversary date of the Bonus Award Date.
(b) To receive on (or as promptly as practicable after) the
Deferred Bonus Payment Date, a number of shares of Stock
(the "Bonus Shares") calculated by multiplying the amount of
the Deferred Bonus by 1.25 and dividing the product by the
Fair Market Value per share of the Stock as of the last day
of the Company's fiscal
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year immediately preceding the Bonus Award Date; provided,
however, in the event that prior to any Deferred Bonus
Payment Date, the stockholders of the Company shall not have
approved the Plan pursuant to any requirement of the Nasdaq
National Market or the Securities and Exchange Commission or
pursuant to any other applicable law or regulations, then,
notwithstanding anything to the contrary in this Plan, any
person who has made an election under this clause (b) shall
receive an amount of cash equal to the Fair Market Value of
the Bonus Shares as of the Deferred Bonus Payment Date and
the Company shall be under no obligation to issue any shares
of Stock under the Plan.
5. Issuance of Shares. With respect to any Bonus Shares
deliverable under paragraph 4(b) above: (i) if the number of shares that
would otherwise be delivered is not a whole number, then the number of
shares to be delivered shall be reduced to the next lowest whole number;
(ii) unless and until Bonus Shares are issued on (or as promptly as
practicable after) the Deferred Bonus Payment Date, pursuant to paragraph
4(b) above, the Participant shall have no rights of a stockholder,
including but not limited to the right to vote such shares or to receive
any dividends paid with respect to such shares; (iii) the Company will use
reasonable efforts, but will not be obligated, to cause the Bonus Shares to
be registered under the Securities Act of 1933 on a form of registration
statement the Company deems appropriate in its discretion; and (iv) the
Bonus Shares that may be issued pursuant to paragraph 4(b) above shall be
currently authorized but unissued shares or, subject to compliance with any
trust indenture or other agreement to which the Company is a party or by
which it may be bound, shares purchased in the open market by the Company.
6. Effective Date. The Plan shall be effective as of the Effective
Date and shall remain in effect as long as any Deferred Bonus Payments have
not been distributed, subject to any earlier termination of the Plan
pursuant to paragraph 14 hereof. The first Bonus Award Date under the Plan
shall be June 16, 1998 and the corresponding Deferred Bonus Payment Date
shall be April 26, 2003.
7. Adjustments to Shares.
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(a) If the Company shall effect any subdivision or consolidation
of shares of Stock or other capital readjustment, payment of
stock dividend, stock split, combination of shares or
recapitalization or other increase or reduction of the
number of shares of Stock outstanding without receiving
compensation therefor in money, services or property, then
the calculation of the Fair Market Value of the Stock and
the number of Bonus Shares for purposes of paragraph 4(b)
above shall be appropriately adjusted.
(b) If the Company is reorganized, merged or consolidated or is
party to a plan of exchange with another corporation,
pursuant to which reorganization, merger, consolidation or
plan of exchange the stockholders of the Company receive any
shares of stock or other securities, cash or property, or
the Company shall distribute securities of another
corporation to its stockholders, there shall be substituted
for the Bonus Shares subject to paragraph 4(b) above an
appropriate
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number of shares of each class of stock or amount of other
securities, cash or property which were distributed to the
stockholders of the Company in respect of such shares;
provided that, upon the occurrence of a reorganization of
the Company or any other event described in this paragraph
7(b), any successor to the Company shall be substituted for
the Company.
(c) The existence of this Plan and the distributions hereunder shall
not affect in any way the right or power of the Company or its
stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, any merger or
consolidation of the Company, any issuance of bonds, debentures,
preferred or prior preference stocks ahead of or affecting the
Company's Stock or the rights thereof, the dissolution or
liquidation of the Company, any sale or transfer of all or any
part of its assets or business, or any other corporate act or
proceeding, whether of a similar character or otherwise.
(d) Except as expressly provided by the terms of this Plan, the
issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class,
for cash or property or for labor or services either upon
direct sale, upon the exercise of rights or warrants to
subscribe therefor or upon conversion of shares or
obligations of the Company convertible into such shares or
other securities shall not affect, and no adjustment by
reason thereof shall be made with respect to, the payment of
Deferred Bonuses under this Plan.
8. Limit on Distribution. Payments of Deferred Bonuses under the
Plan shall be subject to the following:
(a) Notwithstanding any other provision of the Plan, the Company
shall have no liability to make any distribution under the
Plan (including the issuance of any shares of Stock) unless
such distribution would comply with all applicable laws and
the applicable requirements of any securities exchange or
similar entity.
(b) The Company shall add such conditions and limitations to any
shares of Stock to be issued to any Participant who is
subject to Section 16(a) and 16(b) of the Securities
Exchange Act of 1934 as is necessary to comply with Section
16(a) or 16(b) and the rules and regulations thereunder or
to obtain any exemption therefrom.
(c) To the extent that the Plan provides for the issuance of
certificates to reflect the transfer of shares of Stock, the
transfer of such shares may be effected on a non-
certificated basis, to the extent not prohibited by
applicable local law, the applicable rules of the Nasdaq
National Market, or any other applicable rules.
9. Taxes. All payments and issuances of Stock under the Plan are
subject to all applicable taxes, which are the responsibility of the
Participant, and the Company is authorized to withhold any taxes as may be
required by applicable law.
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10. Transferability. The rights to a Deferred Bonus under the Plan
are not assignable or transferable, voluntarily or by operation of law, except
as expressly provided herein upon the death of an Eligible Employee.
11. Form and Time of Elections. Any election required or permitted
under the Plan shall be in writing, and shall be deemed to be filed when
delivered to the Secretary of the Company. Any deferral election made under
this Plan shall be irrevocable after it is filed.
12. Action by Company. Any action required or permitted to be taken
by the Company shall be by resolution of the Board of Directors of the
Company, or by action of one or more members of the Board (including a
committee of the Board) who are duly authorized to act for the Board, by a
duly authorized officer of the Board, or by a duly authorized officer of
the Company (except to the extent prohibited by the provisions of Rule
16b-3, applicable local law, the applicable rules of any stock market, or
any other applicable rules).
13. Gender and Number. Where the context admits, words in any
gender shall include any other gender, words in the singular shall include the
plural and in the plural shall include the singular.
14. Amendment and Termination. The Board of Directors of the
Company may, at any time, amend or terminate the Plan, provided that,
subject to paragraph 7 above (relating to certain adjustments to shares),
without the consent of affected Participants, no amendments or termination
may adversely affect the rights of any Participant to any Deferred Bonus
under the Plan granted prior to the date such amendment is adopted by the
Board.
15. Defined Terms. For purposes of the Plan, the terms listed below
shall be defined as follows:
(a) Disability. The term "Disability" shall mean the absence
from employment with the Company, by reason of illness or
incapacity, for a period of 120 days, whether or not
consecutive, during any 360-day period.
(b) Effective Date. The "Effective Date" shall mean April 26, 1998.
(c) Eligible Employee. The term "Eligible Employee" shall mean
each officer of the Company or any Related Company, and any
other employee of the Company or a Related Company that the
Compensation Committee of the Board of Directors of the
Company designates as a key employee.
(d) Extraordinary Transaction. The term "Extraordinary
Transaction" shall mean any of the following transactions:
(i) the merger, consolidation or reorganization of the
Company with or into another entity pursuant to which the
Company is not the surviving entity; (ii) the sale of all or
substantially all the assets of the Company; (iii) the
liquidation or dissolution of the Company; or (iv) a change
in control of the Company (with the term "control" as
defined in Rule 405 under the Securities Act of 1933).
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(e) Fair Market Value. The term "Fair Market Value" of a share
of Stock of the Company as of any date shall mean the last
sale price for such Stock as reported on the consolidated
transaction reporting system of the National Association of
Securities Dealers on that date or, if Stock is not traded
on that date, on the next preceding date on which Stock was
traded.
(f) Participant. The term "Participant" shall mean any person who
is entitled to a Deferred Bonus under the Plan.
(g) Related Company. The term "Related Company" shall mean any
Company during any period in which it is a "subsidiary
corporation" (as that term is defined in Code section
424(f)) with respect to the Company.
(h) SEC. The term "SEC" shall mean the Securities and Exchange
Commission.
(i) Stock. The term "Stock" shall mean shares of common stock of
the Company.
(j) Treasury Rate. The term "Treasury Rate" shall mean the
market yield of the five- year Treasury Bond issue which has
the closest maturity date (month and year) to the Deferred
Bonus Payment Date, as quoted in The Wall Street Journal.
