<PAGE>
As filed with the Securities and Exchange Commission on August 30, 1996
Registration No. 333-___________________
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
HOLLYWOOD CASINO CORPORATION
------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 75-2352412
- ------------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
13455 NOEL ROAD, SUITE 2200
DALLAS, TEXAS 75240
- ------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
HOLLYWOOD CASINO CORPORATION 1996 LONG-TERM INCENTIVE PLAN
HOLLYWOOD CASINO CORPORATION 1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
------------------------------------------------------------------
(Full titles of the Plans)
WILLIAM D. PRATT
13455 NOEL ROAD, SUITE 2200
DALLAS, TEXAS 75240
-----------------------------------------------------------
(Name and address of agent for service)
(214) 392-7777
---------------------------------------------------------
(Telephone number, including area code, of agent for service)
With a copy to:
ROBERT R. KIBBY
Haynes and Boone, L.L.P.
901 Main Street
3100 NationsBank Plaza
Dallas, Texas 75202
(214) 651-5000
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount Offering Price Aggregate Registration
To Be Registered To Be Registered Per Share Offering Price Fee
- --------------------------------------------------------------------------------
Class A Common Stock
$0.0001 par value.. 3,150,000 shares (1) $18,562,656(1) $6,400.92(1)
- --------------------------------------------------------------------------------
(1) The following stock options have been granted under the Hollywood Casino
Corporation Stock Option Plans: options to purchase an aggregate of 20,000
shares were granted under the Hollywood Casino Corporation 1996 Non-
Employee Director Stock Plan on June 12, 1996 having an exercise price of
$6.25 per share. With respect to the remaining 3,130,000 shares registered
hereby, the offering price per share, the aggregate offering price and the
registration fee have been calculated in accordance with paragraphs (c)
and (h)(1) of Rule 457 promulgated under the Securities Act of 1933 on the
basis of the average high and low sale prices for Hollywood Casino
Corporation's Class A Common Stock reported on the NASDAQ National Market
composite tape on August 27, 1996 ($5.8906 per share).
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
---------------------------------------
Hollywood Casino Corporation (the "Company") hereby incorporates by
reference the following documents filed with the Securities and Exchange
Commission (the "Commission"):
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995 (the "1995 Form 10-K");
(b) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 1996; and
(d) The description of Common Stock included in the Company's
Registration Statement on Form 8-A (No. 0-20275) as filed with the
Commission on May 21, 1993.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended,
prior to the filing of a post-effective amendment that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be a part hereof from the date such documents are filed.
Item 5. Interests of Named Experts and Counsel.
--------------------------------------
Legal Matters
-------------
The validity of the shares of Class A Common Stock being sold in this
offering will be passed upon for the Company by Haynes and Boone, L.L.P. of
Dallas, Texas, special counsel to the Company.
Experts
-------
The consolidated balance sheets of the Company as of December 31, 1995
and 1994 and the consolidated statements of operations, changes in stockholders'
deficit and cash flows for each of the three years in the period ended December
31, 1995 and schedules included in this Prospectus and elsewhere in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their reports with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said reports.
II-1
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Item 6. Indemnification of Directors and Officers
-----------------------------------------
The Company is a Delaware corporation. The General Corporation Law of
the State of Delaware empowers a corporation, subject to certain limitations, to
indemnify its directors and officers against expenses (including attorneys'
fees), judgments, fines and certain settlements actually and reasonably incurred
by them in connection with any suit or proceeding to which they are a party so
long as they acted in good faith and in a manner reasonably believed to be in or
not opposed to the best interest of the corporation, and, with respect to a
criminal action or proceeding, so long as they had no reasonable cause to
believe their conduct was unlawful.
The Certificate of Incorporation and Bylaws of the Company required
indemnification by the Company of its officers and directors to the fullest
extent permitted by law, and permits the Board of Directors to indemnify, at its
discretion, other employees or agents of the Company to the extent permitted by
law. The Company maintains directors' and officers' insurance.
For the undertaking with respect to indemnification, see Item 9 herein.
Item 8. Exhibits
--------
Exhibit No. Exhibit
- ----------- -------
4.1 - Certificate of Incorporation of Hollywood Casino Corporation, as
amended, filed as Exhibit 3.1 to the Company's Registration
Statement on Form S-1 (No. 33-58732) dated May 21, 1993 (the "1993
Form S-1") and incorporated by reference herein.
4.2 - Amended Bylaws of Hollywood Casino Corporation, as amended, filed
as Exhibit 3.2 to the 1993 Form S-1 and incorporated by reference
herein.
4.3 - Rights Agreement, dated as of May 7, 1993 between the Company and
Continental Stock Transfer & Trust Company, as Rights Agent, filed
as Exhibit 10.49 to the 1993 Form S-1 and incorporated by reference
herein.
*4.4 - Hollywood Casino Corporation 1996 Long-Term Incentive Plan (the
"Incentive Plan").
*4.5 - Hollywood Casino Corporation 1996 Non-Employee Director Stock Plan
(the "Director Plan").
*4.6 - Form of Incentive Stock Option Agreement for use under the
Incentive Plan.
*4.7 - Form of Nonqualified Stock Option Agreement for use under the
Incentive Plan.
*4.8 - Form of Restricted Stock Award Agreement for use under the
Incentive Plan.
*4.9 - Form of Stock Option Agreement for use under the Director Plan.
*5.1 - Opinion of Haynes and Boone, L.L.P. with respect to validity of
issuance of securities.
*23.1 - Consent of Arthur Andersen LLP.
II-2
<PAGE>
*23.2 - Consent of Haynes and Boone, L.L.P. (included in Exhibit 5.1).
*24.1 - Power of Attorney (included on the signature page of this
registration statement).
_______________________
* Filed herewith.
Item 9. Undertakings
------------
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
-------- -------
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
registration statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas on the 30th day of August,
1996.
Hollywood Casino Corporation
By: /s/ Jack E. Pratt
--------------------------------------
Jack E. Pratt, Chief Executive Officer
II-5
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Edward T. Pratt, Jr. and William
D. Pratt, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign, execute, and file with the Securities and
Exchange Commission and any state securities regulatory board or commission any
documents relating to the proposed issuance and registration of the securities
offered pursuant to this Registration Statement on Form S-8 under the Securities
Act of 1933, including any amendment or amendments relating thereto, with all
exhibits and any and all documents required to be filed with respect thereto
with any regulatory authority, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act
and thing requisite and necessary to be done in and about the premises in order
to effectuate the same as fully to all intents and purposes as he might or could
do if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons on
behalf of the Company in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ Jack E. Pratt Chief Executive Officer, August 30, 1996
- ------------------------- Chairman of the Board
Jack E. Pratt and Director
/s/ Edward T. Pratt, Jr. Vice President, Treasurer, August 30, 1996
- ------------------------- Vice Chairman of the Board
Edward T. Pratt, Jr. and Director
/s/ William D. Pratt Executive Vice President, August 30, 1996
- ------------------------- Secretary and Director
William D. Pratt
/s/ Edward T. Pratt III President, Chief Operating August 30, 1996
- ------------------------- Officer and Director
Edward T. Pratt III
/s/ James A. Colquitt Director August 30, 1996
- -------------------------
James A. Colquitt
/s/ Theodore H. Strauss Director August 30, 1996
- -------------------------
Theodore H. Strauss
/s/ John C. Hull Corporate Controller and August 30, 1996
- ------------------------- Principal Accounting Officer
John C. Hull (Principal Financial and
Accounting Officer)
II-6
<PAGE>
EXHIBIT INDEX
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Exhibit No. Description
- ----------- -----------
4.1 Certificate of Incorporation of Hollywood Casino
Corporation, as amended, filed as Exhibit 3.1 to
the Company's Registration Statement on Form S-1
(No. 33-58732) dated May 21, 1993 (the "1993
Form S-1") and incorporated by reference herein.
4.2 Amended Bylaws of Hollywood Casino Corporation, as
amended, filed as Exhibit 3.2 to the 1993 Form S-1
and incorporated by reference herein.
4.3 Rights Agreement, dated as of May 7, 1993 between
the Company and Continental Stock Transfer & Trust
Company, as Rights Agent, filed as Exhibit 10.49 to
the 1993 Form S-1 and incorporated by reference
herein.
*4.4 Hollywood Casino Corporation 1996 Long-Term Incentive
Plan (the "Incentive Plan").
*4.5 Hollywood Casino Corporation 1996 Non-Employee Director
Stock Plan (the "Director Plan").
*4.6 Form of Incentive Stock Option Agreement for use under
the Incentive Plan.
*4.7 Form of Nonqualified Stock Option Agreement for use
under the Incentive Plan.
*4.8 Form of Restricted Stock Award Agreement for use under
the Incentive Plan.
*4.9 Form of Stock Option Agreement for use under the
Director Plan.
*5.1 Opinion of Haynes and Boone, L.L.P. with respect to
validity of issuance of securities.
*23.1 Consent of Arthur Andersen LLP.
*23.2 Consent of Haynes and Boone, L.L.P. (included in
Exhibit 5.1).
*24.1 Power of Attorney (included on the signature page of
this registration statement).
_______________________
* Filed herewith.
<PAGE>
EXHIBIT 4.4
HOLLYWOOD CASINO CORPORATION
1996 LONG-TERM INCENTIVE PLAN
-----------------------------
The Hollywood Casino Corporation 1996 Long-Term Incentive Plan (hereinafter
called the "Plan") was adopted by the Board of Directors of Hollywood Casino
----
Corporation, a Delaware corporation (hereinafter called the "Company"),
-------
effective as of June 12, 1996, and was approved by the Company's stockholders on
July 30, 1996.
ARTICLE 1
PURPOSE
-------
The purpose of the Plan is to attract and retain key management employees
of the Company and its Subsidiaries and to provide such persons with a
proprietary interest in the Company through the granting of incentive stock
options, non-qualified stock options or restricted stock, whether granted singly
or in combination, that will
(a) increase the interest of such persons in the Company's welfare;
(b) furnish an incentive to such persons to continue their services for the
Company; and
(c) provide a means through which the Company may attract able persons as
employees.
ARTICLE 2
DEFINITIONS
-----------
For the purpose of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:
2.1 "Act" means the Illinois Act, the Mississippi Act, the New Jersey Act,
and any other gaming laws to which the Company is or may be subject.
2.2 "Award" means the grant of any Incentive Stock Option, Non-qualified
Stock Option or Restricted Stock, whether granted singly or in combination (each
individually referred to herein as an "Incentive").
2.3 "Award Agreement" means a written agreement between a Participant and
the Company which sets out the terms of the grant of an Award.
2.4 "Award Period" means the period during which one or more Incentives
granted under an Award may be exercised.
1
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2.5 "Board" means the board of directors of the Company.
2.6 "Change of Control" means any of the following: (i) any
consolidation, merger or share exchange of the Company in which the Company is
not the continuing or surviving corporation or pursuant to which shares of the
Company's Common Stock would be converted into cash, securities or other
property, other than a consolidation, merger or share exchange of the Company in
which the holders of the Company's Common Stock immediately prior to such
transaction have the same proportionate ownership of Common Stock of the
surviving corporation immediately after such transaction or in which a Pratt
Family Member owns a majority of the combined total voting power of each class
of capital stock of the surviving or resulting corporation; (ii) any sale,
lease, exchange or other transfer (excluding transfer by way of pledge or
hypothecation) in one transaction or a series of related transactions, of all or
substantially all of the assets of the Company other than a sale, lease,
exchange or transfer to a Pratt Family Member; (iii) the stockholders of the
Company approve any plan or proposal for the liquidation or dissolution of the
Company unless such liquidation or dissolution is approved by all of the Pratt
Family Members who then own or hold beneficially or of record any shares of
capital stock of the Company; (iv) the cessation of control (by virtue of their
not constituting a majority of directors) of the Board by the individuals (the
"Continuing Directors") who (x) at the date of this Plan were directors or (y)
become directors after the date of this Plan and whose election or nomination
for election by the Company's stockholders, was approved by a vote of at least
two-thirds of the directors then in office who were directors at the date of
this Plan or whose election or nomination for election was previously so
approved; (v) the acquisition of beneficial ownership (within the meaning of
Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "1934
Act")) of an aggregate of 20% of the voting power of the Company's outstanding
voting securities by any person or group (as such term is used in Rule 13d-5
under the 1934 Act) who beneficially owned less than 10% of the voting power of
the Company's outstanding voting securities on the date of this Plan, or the
acquisition of beneficial ownership of an additional 5% of the voting power of
the Company's outstanding voting securities by any person or group who
beneficially owned at least 10% of the voting power of the Company's outstanding
voting securities on the date of this Plan, provided, however, that
-------- -------
notwithstanding the foregoing, an acquisition shall not constitute a Change of
Control hereunder if the acquiror is (w) a Pratt Family Member, (x) a trustee or
other fiduciary holding securities under an employee benefit plan of the Company
and acting in such capacity, (y) a Subsidiary of the Company or a corporation
owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of voting securities of
the Company or (z) any other person whose acquisition of shares of voting
securities is approved in advance by a majority of the Continuing Directors; or
(vi) in a Title 11 bankruptcy proceeding, the appointment of a trustee or the
conversion of a case involving the Company to a case under Chapter 7.
2.7 "Code" means the Internal Revenue Code of 1986, as amended.
2.8 "Commission" means the Illinois Commission, the Mississippi
Commission, the New Jersey Commission, and any other similar gaming entity to
which the Company is or may be subject in the future.
2
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2.9 "Committee" means the committee appointed or designated by the Board
to administer the Plan in accordance with ARTICLE 3 of this Plan.
2.10 "Common Stock" means the Class A Common Stock which the Company is
currently authorized to issue or may in the future be authorized to issue.
2.11 "Company" means Hollywood Casino Corporation, a Delaware corporation,
and any successor entity.
2.12 "Date of Grant" means the effective date on which an Award is made to
a Participant as set forth in the applicable Award Agreement; provided, however,
that solely for purposes of Section 16 of the 1934 Act and the rules and
regulations promulgated thereunder, the Date of Grant of an Award shall be the
date of stockholder approval of the Plan if such date is later than the
effective date of such Award as set forth in the Award Agreement.
2.13 "Employee" means common law employee (as defined in accordance with
the Regulations and Revenue Rulings then applicable under Section 3401(c) of the
Code) of the Company or any Subsidiary of the Company.
2.14 "Fair Market Value" of a share of Common Stock means (i) the closing
price per share on any stock exchange on which the Common Stock is traded, (ii)
the mean between the closing or average (as the case may be) bid and asked
prices per share of Common Stock on the over-the-counter market or (iii) as
determined by the Committee if the Common Stock is not traded on an exchange or
quoted on an over-the-counter market, whichever is applicable.
2.15 "Illinois Act" means the Illinois Riverboat Gambling Act, Ill. Rev.
Stat. ch. 120, Paragraph 2401 et seq., as amended, and the regulations
-- ---
promulgated and rulings issued thereunder, and any other Illinois statute
regulating gaming activity.
2.16 "Illinois Commission" means the Illinois Gaming Board established
pursuant to Section 5 of the Illinois Act.
2.17 "Incentive Stock Option" or "ISO" means an incentive stock option
within the meaning of Section 422 of the Code, granted pursuant to this Plan.
2.18 "Mississippi Act" means the Mississippi Gaming Control Act, as
amended and the regulations promulgated and rulings issued thereunder, and any
other Mississippi statute regulating gaming activity.
2.19 "Mississippi Commission" means the Mississippi Gaming Commission
established pursuant to the Mississippi Act.
2.20 "New Jersey Act" means the New Jersey Casino Control Act, N.J. Stat.
Ann. 5:12 1, et seq., as amended, and the regulations promulgated and rulings
-- ---
issued thereunder, and any other
3
<PAGE>
New Jersey statute regulating gaming activity.
2.21 "New Jersey Commission" means the New Jersey Casino Control
Commission.
2.22 "Non-qualified Stock Option" or "NQSO" means a non-qualified stock
option, granted pursuant to this Plan.
2.23 "Option Price" means the price which must be paid by a Participant
upon exercise of a Stock Option to purchase a share of Common Stock.
2.24 "Participant" shall mean an Employee of the Company or a Subsidiary
to whom an Award is granted under this Plan.
2.25 "Plan" means this Hollywood Casino Corporation 1996 Long-Term
Incentive Plan, as amended from time to time.
2.26 "Pratt Family Member" means Jack E. Pratt, Edward T. Pratt, Jr.,
William D. Pratt, or any affiliate or associate (as such terms are defined in
Rule 12b-2 promulgated under the 1934 Act) of any of those persons.
2.27 "Restricted Stock" means shares of Common Stock issued or transferred
to a Participant pursuant to this Plan which are subject to restrictions or
limitations set forth in this Plan and in the related Award Agreement.
2.28 "Retirement" means any Termination of Service pursuant to the terms
of any pension plan or policy of the Company which is applicable to such
Participant at the time of his or her Termination of Service, or if no such plan
or policy exists, the attainment of either (i) age 65, or (ii) age 55 and the
completion of 10 full years of service with the Company.
2.29 "Stock Option" means a Non-qualified Stock Option or an Incentive
Stock Option.
2.30 "Subsidiary" means (i) any corporation in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing a majority of
the total combined voting power of all classes of stock in one of the other
corporations in the chain, (ii) any limited partnership, if the Company or any
corporation described in item (i) above owns a majority of the general
partnership interest and a majority of the limited partnership interests
entitled to vote on the removal and replacement of the general partner, and
(iii) any partnership, if the partners thereof are composed only of the Company,
any corporation listed in item (i) above or any limited partnership listed in
item (ii) above. "Subsidiaries" means more than one of any such corporations,
limited partnerships or partnerships.
2.31 "Termination of Service" occurs when a Participant who is an Employee
of the Company or any Subsidiary shall cease to serve as an Employee of the
Company and its Subsidiaries, for any reason.
4
<PAGE>
2.32 "Total and Permanent Disability" means a Participant is qualified for
long-term disability benefits under the Company's disability plan or insurance
policy; or, if no such plan or policy is then in existence, that the
Participant, because of ill health, physical or mental disability or any other
reason beyond his or her control, is unable to perform his or her duties of
employment for a period of six (6) continuous months, as determined in good
faith by the Committee.
ARTICLE 3
ADMINISTRATION
--------------
The Plan shall be administered by a committee appointed by the Board (the
"Committee"). The Committee shall consist of not fewer than two persons. Any
member of the Committee may be removed at any time, with or without cause, by
resolution of the Board. Any vacancy occurring in the membership of the
Committee may be filled by appointment by the Board.
Membership on the Committee shall be limited to those members of the Board
who are disinterested persons under Rule 16b-3(c) promulgated pursuant to the
1934 Act. The Committee shall select one of its members to act as its Chairman.
A majority of the Committee shall constitute a quorum, and the act of a majority
of the members of the Committee present at a meeting at which a quorum is
present shall be the act of the Committee.
The Committee shall determine and designate from time to time the eligible
persons to whom Awards will be granted and shall set forth in each related Award
Agreement the Award Period, the Date of Grant, and such other terms, provisions,
limitations, and performance requirements, as are approved by the Committee, but
not inconsistent with the Plan. The Committee shall determine whether an Award
shall include one type of Incentive or two or more Incentives granted in
combination.
The Committee, in its discretion, shall (i) interpret the Plan, (ii)
prescribe, amend, and rescind any rules and regulations necessary or appropriate
for the administration of the Plan, and (iii) make such other determinations and
take such other action as it deems necessary or advisable in the administration
of the Plan. Any interpretation, determination, or other action made or taken
by the Committee shall be final, binding, and conclusive on all interested
parties.
ARTICLE 4
ELIGIBILITY
-----------
Any Employee (including an Employee who is also a director or an
officer) whose judgment, initiative, and efforts contributed or may be expected
to contribute to the successful performance of the Company is eligible to
participate in the Plan. Non-employee directors shall not be eligible to
participate in the Plan. The Committee, upon its own action, may grant, but
shall not be required to grant, an Award to any Employee of the Company or any
Subsidiary. Awards may be granted by the Committee at any time and from time to
time to new Participants, or to then Participants, or to a greater or lesser
number of Participants, and may include or exclude previous Participants, as the
Committee shall determine. Except as required by this Plan, Awards granted at
different times
5
<PAGE>
need not contain similar provisions. The Committee's determinations under the
Plan (including without limitation determinations of which Employees, if any,
are to receive Awards, the form, amount and timing of such Awards, the terms and
provisions of such Awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among Employees who receive, or are
eligible to receive, Awards under the Plan.
ARTICLE 5
SHARES SUBJECT TO PLAN
----------------------
The maximum number of shares of Common Stock that may be issued
pursuant to Awards granted under the Plan is three million (3,000,000) (as may
be adjusted in accordance with ARTICLES 13 and 14 hereof). Shares to be issued
may be made available from either authorized but unissued Common Stock or Common
Stock held by the Company in its treasury. Shares of Common Stock previously
subject to Awards which are forfeited, terminated, settled in cash in lieu of
Common Stock, or exchanged for Awards that do not involve Common Stock, or
expired unexercised, shall immediately become available for Awards under the
Plan.
During the term of this Plan, the Company will at all times reserve
and keep available the number of shares of Common Stock that shall be sufficient
to satisfy the requirements of this Plan.
ARTICLE 6
GRANT OF AWARDS
---------------
6.1 IN GENERAL. The grant of an Award shall be authorized by the
Committee and shall be evidenced by an Award Agreement setting forth the
Incentive or Incentives being granted, the total number of shares of Common
Stock subject to the Incentive(s), the Option Price (if applicable), the Award
Period, the Date of Grant, and such other terms, provisions, limitations, and
performance objectives, as are approved by the Committee, but not inconsistent
with the Plan. The Company shall execute an Award Agreement with a Participant
after the Committee approves the issuance of an Award. Any Award granted
pursuant to this Plan must be granted within ten (10) years of the date of
adoption of this Plan. The Plan shall be submitted to the Company's stockholders
for approval; however, the Committee may grant Awards under the Plan prior to
the time of stockholder approval. Any such options granted prior to such
stockholder approval shall be made subject to such stockholder approval. The
grant of an Award to a Participant shall not be deemed either to entitle the
Participant to, or to disqualify the Participant from, receipt of any other
Award under the Plan.
If the Committee establishes a purchase price for an Award, the
Participant must accept such Award within a period of 30 days (or such shorter
period as the Committee may specify) after the Date of Grant by executing the
applicable Award Agreement and paying such purchase price.
6.2 MAXIMUM ISO GRANTS. The Committee may not grant Incentive Stock
Options under the Plan to any Employee which would permit the aggregate Fair
Market Value (determined on the Date of Grant) of the Common Stock with respect
to which Incentive Stock Options (under this and any other plan of the Company
and its Subsidiaries) are exercisable for the first time by
6
<PAGE>
such Employee during any calendar year to exceed $100,000. To the extent any
Stock Option granted under this Plan which is designated as an Incentive Stock
Option exceeds this limit, such Stock Option shall be a Non-qualified Stock
Option.
6.3 MAXIMUM INDIVIDUAL GRANTS. No Participant may receive during any
fiscal year of the Company Awards covering an aggregate of more than one hundred
fifty thousand (150,000) shares of Common Stock.
6.4 RESTRICTED STOCK. If Restricted Stock is granted to a
Participant under an Award, the Committee shall set forth in the related Award
Agreement: (i) the number of shares of Common Stock awarded, (ii) the price, if
any, to be paid by the Participant for such Restricted Stock, (iii) the time or
times within which such Award may be subject to forfeiture, (iv) specified
performance goals, or other criteria, which the Committee determines must be met
in order to remove any restrictions (including vesting) on such Award, and (v)
all other terms, limitations, restrictions, and conditions of the Restricted
Stock, which shall be consistent with this Plan. The provisions of Restricted
Stock need not be the same with respect to each Participant.
(a) LEGEND ON SHARES. Each Participant who is awarded Restricted
Stock shall be issued a stock certificate or certificates in respect of such
shares of Common Stock. Such certificate(s) shall be registered in the name of
the Participant, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions applicable to such Restricted Stock, substantially
as provided in SECTION 17.9 of the Plan. The Committee may require that the
stock certificates evidencing shares of Restricted Stock be held in custody by
the Company until the restrictions thereon shall have lapsed, and that the
Participant deliver to the Committee a stock power or stock powers, endorsed in
blank, relating to the shares of Restricted Stock.
(b) RESTRICTIONS AND CONDITIONS. Shares of Restricted Stock shall be
subject to the following restrictions and conditions:
(i) Subject to the other provisions of this Plan and the terms of the
particular Award Agreements, during such period as may be determined by the
Committee commencing on the Date of Grant (the "Restriction Period"), the
Participant shall not be permitted to sell, transfer, pledge or assign shares of
Restricted Stock. Except for these limitations, the Committee may in its sole
discretion, remove any or all of the restrictions on such Restricted Stock
whenever it may determine that, by reason of changes in applicable laws or other
changes in circumstances arising after the date of the Award, such action is
appropriate. If the Restricted Stock is held by an insider (as defined in
SECTION 8.2 of the Plan), the Restriction Period shall be at least six months
from the Date of Grant.
(ii) Except as provided in sub-paragraph (i) above, the Participant
shall have, with respect to his or her Restricted Stock, all of the rights of a
stockholder of the Company, including the right to vote the shares, and the
right to receive any dividends thereon. Certificates for shares of Common Stock
free of restriction under this Plan shall be delivered to the Participant
promptly after, and only after, the Restriction Period shall expire without
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forfeiture in respect of such shares of Common Stock. Certificates for the
shares of Common Stock forfeited under the provisions of the Plan and the
applicable Award Agreement shall be promptly returned to the Company by the
forfeiting Participant. Each Award Agreement shall require that (x) each
Participant, by his or her acceptance of Restricted Stock, shall irrevocably
grant to the Company a power of attorney to transfer any shares so forfeited to
the Company and agrees to execute any documents requested by the Company in
connection with such forfeiture and transfer, and (y) such provisions regarding
returns and transfers of stock certificates with respect to forfeited shares of
Common Stock shall be specifically performable by the Company in a court of
equity or law.
(iii) The Restriction Period of Restricted Stock shall commence on
the Date of Grant and, subject to paragraph (d) of ARTICLE 14 of the Plan,
unless otherwise established by the Committee in the Award Agreement setting
forth the terms of the Restricted Stock, shall expire upon satisfaction of the
conditions set forth in the Award Agreement; such conditions may provide for
vesting based on (i) length of continuous service, (ii) achievement of specific
business objectives, (iii) increases in specified indices, (iv) attainment of
specified growth rates, or (v) other comparable measurements of Company
performance, as may be determined by the Committee in its sole discretion.
(iv) Subject to the provisions of the particular Award Agreement, upon
Termination of Service for any reason during the Restriction Period, the
nonvested shares of Restricted Stock shall be forfeited by the Participant. In
the event a Participant has paid any consideration to the Company for such
forfeited Restricted Stock, the Company shall, as soon as practicable after the
event causing forfeiture (but in any event within 5 business days), pay to the
Participant, in cash, an amount equal to the total consideration paid by the
Participant for such forfeited shares. Upon any forfeiture, all rights of a
Participant with respect to the forfeited shares of the Restricted Stock shall
cease and terminate, without any further obligation on the part of the Company.
ARTICLE 7
OPTION PRICE
------------
The Option Price for any share of Common Stock which may be purchased
under a Stock Option shall be at least One Hundred Percent (100%) of the Fair
Market Value of the share on the Date of Grant. If an Incentive Stock Option is
granted to an Employee who owns or is deemed to own (by reason of the
attribution rules of Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company (or any parent or
Subsidiary), the Option Price shall be at least 110% of the Fair Market Value of
the Common Stock on the Date of Grant.
ARTICLE 8
AWARD PERIOD; VESTING
---------------------
8.1 AWARD PERIOD. Subject to the other provisions of this Plan, the
Committee may, in
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its discretion, provide that an Incentive may not be exercised in whole or in
part for any period or periods of time or beyond any date specified in the Award
Agreement. Except as provided in the Award Agreement, an Incentive may be
exercised in whole or in part at any time during its term. The Award Period for
an Incentive shall be reduced or terminated upon Termination of Service in
accordance with this ARTICLE 8 and ARTICLE 9. No Incentive granted under the
Plan may be exercised at any time after the end of its Award Period. No portion
of any Incentive may be exercised after the expiration of ten (10) years from
its Date of Grant. However, if an Employee owns or is deemed to own (by reason
of the attribution rules of Section 424(d) of the Code) more than 10% of the
combined voting power of all classes of stock of the Company (or any parent or
Subsidiary) and an Incentive Stock Option is granted to such Employee, the term
of such Incentive Stock Option (to the extent required by the Code at the time
of grant) shall be no more than five (5) years from the Date of Grant.
8.2 VESTING. The Committee, in its sole discretion, may determine
that an Incentive will be immediately exercisable, in whole or in part, or that
all or any portion may not be exercised until a date, or dates, subsequent to
its Date of Grant, or until the occurrence of one or more specified events,
subject in any case to the terms of the Plan. If the Committee imposes
conditions upon exercise, then subsequent to the Date of Grant, the Committee
may, in its sole discretion, accelerate the date on which all or any portion of
the Incentive may be exercised. Notwithstanding anything in the Plan to the
contrary, a participant who is a director, executive officer or 10% or greater
stockholder of the Company under Section 16 of the 1934 Act and the rules
promulgated thereunder (an "insider") cannot exercise a Stock Option until at
least six months have expired from the Date of Grant.
ARTICLE 9
TERMINATION OF SERVICE
----------------------
In the event of Termination of Service of a Participant, a Stock
Option may only be exercised as determined by the Committee and provided in the
Award Agreement.
ARTICLE 10
EXERCISE OF INCENTIVE
---------------------
10.1 IN GENERAL. A vested Incentive may be exercised during its
Award Period, subject to limitations and restrictions set forth therein and in
ARTICLE 9. A vested Incentive may be exercised at such times and in such
amounts as provided in this Plan and the applicable Award Agreement, subject to
the terms, conditions, and restrictions of the Plan.
In no event may an Incentive be exercised or shares of Common Stock be
issued pursuant to an Award if a necessary listing of the shares of Common Stock
on a stock exchange or any registration under state or federal securities laws
required under the circumstances has not been accomplished. No Incentive may be
exercised for a fractional share of Common Stock. The granting of an Incentive
shall impose no obligation upon the Participant to exercise that Incentive.
9
<PAGE>
Subject to such administrative regulations as the Committee may from
time to time adopt, a Stock Option may be exercised by the delivery of written
notice to the Committee setting forth the number of shares of Common Stock with
respect to which the Stock Option is to be exercised and the date of exercise
thereof (the "Exercise Date") which shall be at least three (3) days after
giving such notice unless an earlier time shall have been mutually agreed upon.
On the Exercise Date, the Participant shall deliver to the Company consideration
with a value equal to the total Option Price of the shares to be purchased,
payable as follows: (a) cash, certified check, bank draft, or money order
payable to the order of the Company, (b) Common Stock (including Restricted
Stock), valued at its Fair Market Value on the Exercise Date, and/or (c) any
other form of payment which is acceptable to the Committee. In the event that
shares of Restricted Stock are tendered as consideration for the exercise of a
Stock Option, a number of shares of Common Stock issued upon the exercise of the
Stock Option equal to the number of shares of Restricted Stock used as
consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted. Common Stock which is acquired by the Participant
pursuant to the exercise of a Stock Option may not be used to exercise a
subsequent Stock Option until and unless such shares have been held for a period
of six months.
Upon payment of all amounts due from the Participant, the Company
shall cause certificates for the Common Stock then being purchased to be
delivered to the Participant (or the person exercising the Participant's Stock
Option in the event of his death) at its principal business office promptly
after the Exercise Date; provided that the Participant has exercised an
Incentive Stock Option, the Company may at its option retain physical possession
of the certificate evidencing the shares acquired upon exercise until the
expiration of the holding periods described in Section 422(a)(1) of the Code.
The obligation of the Company to deliver shares of Common Stock shall, however,
be subject to the condition that if at any time the Committee shall determine in
its discretion that the listing, registration, or qualification of the Stock
Option or the Common Stock upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the Stock
Option or the issuance or purchase of shares of Common Stock thereunder, the
Stock Option may not be exercised in whole or in part unless such listing,
registration, qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Committee.
If the Participant fails to pay for any of the Common Stock specified
in such notice or fails to accept delivery thereof, the Participant's right to
purchase such Common Stock may be terminated by the Company.
10.2 DISQUALIFYING DISPOSITION OF ISO. If shares of Common Stock
acquired upon exercise of an Incentive Stock Option are disposed of by a
Participant prior to the expiration of either two (2) years from the Date of
Grant of such Stock Option or one (1) year from the transfer of shares of Common
Stock to the Participant pursuant to the exercise of such Stock Option, or in
any other disqualifying disposition within the meaning of Section 422 of the
Code, such Participant shall notify the Company in writing of the date and terms
of such disposition. A disqualifying disposition by a Participant shall not
affect the status of any other Stock Option granted under the
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Plan as an Incentive Stock Option within the meaning of Section 422 of the Code.
ARTICLE 11
AMENDMENT OR DISCONTINUANCE
---------------------------
Subject to the limitations set forth in this ARTICLE 11, the Board may
at any time and from time to time, without the consent of the Participants,
alter, amend, revise, suspend, or discontinue the Plan in whole or in part;
provided, however, that no amendment which requires stockholder approval in
order for the Plan to continue to comply with Rule 16b-3 under the 1934 Act and
Section 162(m) of the Code, including any successors to such Rule and Section,
shall be effective unless such amendment shall be approved by the requisite vote
of the stockholders of the Company entitled to vote thereon.
Subject to the forgoing, the Board shall have the power and authority
to amend the Plan in any manner advisable in order for Stock Options granted
under the Plan to qualify for the exemption provided by Rule 16b-3 (or any
successor rule relating to exemption from Section 16(b) of the 1934 Act) or to
qualify as "performance-based" compensation under Section 162(m) of the Code
(including amendments as a result of changes to Rule 16b-3 or Section 162(m) or
the regulations thereunder to permit greater flexibility with respect to Stock
Options granted under the Plan), and any such amendment shall, to the extent
deemed necessary or advisable by the Committee, be applicable to any outstanding
Stock Options theretofore granted under the Plan, notwithstanding any contrary
provisions contained in any stock option agreement. In the event of any such
amendment to the Plan, the holder of any Stock Option outstanding under the Plan
shall, upon request of the Committee and as a condition to the exercisability
thereof, execute a conforming amendment in the form prescribed by the Committee
to any stock option agreement relating thereto within such reasonable time as
the Committee shall specify in such request. Notwithstanding anything contained
in this Plan to the contrary, unless required by law, no action contemplated or
permitted by this ARTICLE 11 shall adversely affect any rights of Participants
or obligations of the Company to Participants with respect to any Stock Options
theretofore granted under the Plan without the consent of the affected
Participant.
ARTICLE 12
TERM
----
The Plan shall be effective from the date that this Plan is approved
by the Board. Unless sooner terminated by action of the Board, the Plan will
terminate on June 12, 2006, but Incentives granted before that date will
continue to be effective in accordance with their terms and conditions.
ARTICLE 13
CAPITAL ADJUSTMENTS
-------------------
If at any time while the Plan is in effect, or unexercised Stock
Options are outstanding, there shall be any increase or decrease in the number
of issued and outstanding shares of Common Stock resulting from (1) the
declaration or payment of a stock dividend, (2) any recapitalization resulting
11
<PAGE>
in a stock split-up, combination, or exchange of shares of Common Stock, or (3)
other increase or decrease in such shares of Common Stock effected without
receipt of consideration by the Company, then and in such event:
(i) An appropriate adjustment shall be made in the maximum number of
shares of Common Stock then subject to being awarded under the Plan and in the
maximum number of shares of Common Stock then subject to being awarded to a
Participant, to the end that the same proportion of the Company's issued and
outstanding shares of Common Stock shall continue to be subject to being so
awarded; and
(ii) Appropriate adjustments shall be made in the number of shares of
Common Stock and the Option Price thereof then subject to purchase pursuant to
each such Stock Option previously granted and unexercised, to the end that the
same proportion of the Company's issued and outstanding shares of Common Stock
in each such instance shall remain subject to purchase at the same aggregate
Option Price.
Except as otherwise expressly provided herein, the issuance by the
Company of shares of its capital stock of any class, or securities convertible
into shares of capital stock of any class, either in connection with direct sale
or 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 number of or Option Price of shares of Common Stock
then subject to outstanding Stock Options granted under the Plan.
Upon the occurrence of each event requiring an adjustment with respect
to any Stock Option, the Company shall mail to each affected Participant its
computation of such adjustment which shall be conclusive and shall be binding
upon each such Participant.
ARTICLE 14
RECAPITALIZATION, MERGER AND
CONSOLIDATION; CHANGE IN CONTROL
--------------------------------
(a) The existence of this Plan and Incentives granted 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 and its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
preference stocks ranking prior to or otherwise affecting the Common Stock or
the rights thereof (or any rights, options, or warrants to purchase same), or
the dissolution or liquidation of the Company, or 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.
(b) Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger, consolidation or
share exchange, any Incentive granted hereunder shall pertain to and apply to
the securities or rights (including cash, property, or
12
<PAGE>
assets) to which a holder of the number of shares of Common Stock subject to the
Incentive would have been entitled.
(c) In the event of any merger, consolidation or share exchange
pursuant to which the Company is not the surviving or resulting corporation,
there shall be substituted for each share of Common Stock subject to the
unexercised portions of such outstanding Incentives, that number of shares of
each class of stock or other securities or that amount of cash, property, or
assets of the surviving, resulting or consolidated company which were
distributed or distributable to the stockholders of the Company in respect to
each share of Common Stock held by them, such outstanding Incentives to be
thereafter exercisable for such stock, securities, cash, or property in
accordance with their terms. Notwithstanding the foregoing, however, all such
Incentives may be cancelled by the Company as of the effective date of any such
reorganization, merger, consolidation, share exchange or any dissolution or
liquidation of the Company by giving notice to each holder thereof or his
personal representative of its intention to do so and by permitting the purchase
during the thirty (30) day period next preceding such effective date of all of
the shares of Common Stock subject to such outstanding Incentives.
(d) In the event of a Change of Control, then, notwithstanding any
other provision in this Plan to the contrary, all unmatured installments of
Incentives outstanding shall thereupon automatically be accelerated and
exercisable in full and all Restriction Periods applicable to Awards of
Restricted Stock shall automatically expire. The determination of the Committee
that any of the foregoing conditions has been met shall be binding and
conclusive on all parties.
ARTICLE 15
LIQUIDATION OR DISSOLUTION
--------------------------
In case the Company shall, at any time while any Incentive under this
Plan shall be in force and remain unexpired, (i) sell all or substantially all
of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each
Participant may thereafter receive upon exercise of a Stock Option (in lieu of
each share of Common Stock of the Company which such Participant would have been
entitled to receive) the same kind and amount of any securities or assets as may
be issuable, distributable, or payable upon any such sale, dissolution,
liquidation, or winding up with respect to each share of Common Stock of the
Company. If the Company shall, at any time prior to the expiration of any Stock
Option, make any partial distribution of its assets, in the nature of a partial
liquidation, whether payable in cash or in kind (but excluding the distribution
of a cash dividend payable out of earned surplus and designated as such) then in
such event the Option Prices then in effect with respect to each Stock Option
shall be reduced, on the payment date of such distribution, in proportion to the
percentage reduction in the tangible book value of the shares of the Company's
Common Stock (determined in accordance with generally accepted accounting
principles) resulting by reason of such distribution.
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<PAGE>
ARTICLE 16
INCENTIVES IN SUBSTITUTION FOR
INCENTIVES GRANTED BY OTHER CORPORATIONS
----------------------------------------
Incentives may be granted under the Plan from time to time in
substitution for similar instruments held by employees of a corporation who
become or are about to become management Employees of the Company or any
Subsidiary as a result of a merger or consolidation of the employing corporation
with the Company or the acquisition by the Company of stock of the employing
corporation. The terms and conditions of the substitute Incentives so granted
may vary from the terms and conditions set forth in this Plan to such extent as
the Board at the time of grant may deem appropriate to conform, in whole or in
part, to the provisions of the Incentives stock appreciation right in
substitution for which they are granted.
ARTICLE 17
MISCELLANEOUS PROVISIONS
------------------------
17.1 INVESTMENT INTENT. The Company may require that there be
presented to and filed with it by any Participant under the Plan, such evidence
as it may deem necessary to establish that the Incentives granted or the shares
of Common Stock to be purchased or transferred are being acquired for investment
and not with a view to their distribution.
17.2 NO RIGHT TO CONTINUED EMPLOYMENT. Neither the Plan nor any
Incentive granted under the Plan shall confer upon any Participant any right
with respect to continuance of employment by the Company or any Subsidiary.
17.3 INDEMNIFICATION OF BOARD AND COMMITTEE. No member of the Board
or the Committee, nor any officer or Employee of the Company acting on behalf of
the Board or the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in respect of any such
action, determination, or interpretation.
17.4 EFFECT OF THE PLAN. Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted an Award or any other rights except as may be evidenced by
an Award Agreement, or any amendment thereto, duly authorized by the Committee
and executed on behalf of the Company, and then only to the extent and upon the
terms and conditions expressly set forth therein.
17.5 COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue shares of Common Stock under any Incentive if the issuance thereof
would constitute a violation by the Participant or the Company of any provisions
of any law or regulation of any governmental authority or any national
securities exchange or other forum in which shares of Common Stock are traded
14
<PAGE>
(including without limitation any gaming laws or SECTION 16 of the 1934 Act);
and, as a condition of any sale or issuance of shares of Common Stock under an
Incentive, the Committee may require such agreements or undertakings, if any, as
the Committee may deem necessary or advisable to assure compliance with any such
law or regulation. The Plan, the grant and exercise of Incentives hereunder,
and the obligation of the Company to sell and deliver shares of Common Stock,
shall be subject to all applicable federal and state laws, rules and regulations
and to such approvals by any government or regulatory agency as may be required.
17.6 TAX REQUIREMENTS. The Company shall have the right to deduct
from all amounts hereunder paid in cash or other form, any Federal, state, or
local taxes required by law to be withheld with respect to such payments. The
Participant receiving shares of Common Stock issued under the Plan shall be
required to pay the Company the amount of any taxes which the Company is
required to withhold with respect to such shares of Common Stock. Such payments
shall be required to be made prior to the delivery of any certificate
representing such shares of Common Stock. Such payment may be made in cash, by
check, or through the delivery of shares of Common Stock owned by the
Participant (which may be effected by the actual delivery of shares of Common
Stock by the Participant or, if the Participant is not an insider (as defined in
SECTION 8.2 of the Plan), by the Company's withholding a number of shares to be
issued upon the exercise of a Stock Option, if applicable), which shares have an
aggregate Fair Market Value equal to the required minimum withholding payment,
or any combination thereof.
17.7 NON-ASSIGNABILITY. An Incentive granted to a Participant may
not be transferred or assigned other than by will or by the laws of descent and
distribution, and in the case of a Non-qualified Stock Option, may also be
assigned pursuant to a qualified domestic relations order as defined in the Code
or Title I of the Employee Retirement Income Security Act of 1974, as amended.
If the Participant attempts to alienate, assign, pledge, hypothecate, or
otherwise dispose of his Incentive or any right thereunder, except as provided
for in this Plan or the Award Agreement, or in the event of any levy,
attachment, execution, or similar process upon the right or interest conferred
by this Plan or the Award Agreement, the Committee may terminate the
Participant's Incentive by notice to him, and it shall thereupon become null and
void. In the case of a Restricted Stock Award or a cash Award, such Award, or
any portion thereof, shall no longer be deemed to be an Incentive under this
Section when such Award or portion of such Award becomes vested and all
restrictions and conditions applicable to such Award or portion thereof have
lapsed or been satisfied, as the case may be.
17.8 USE OF PROCEEDS. Proceeds from the sale of shares of Common
Stock pursuant to Incentives granted under this Plan shall constitute general
funds of the Company.
17.9 LEGEND. Each certificate representing shares of Restricted
Stock issued to a Participant shall bear the following legend, or a similar
legend deemed by the Company to constitute an appropriate notice of the
provisions hereof (any such certificate not having such legend shall be
surrendered upon demand by the Company and so endorsed):
15
<PAGE>
On the face of the certificate:
"Transfer of this stock is restricted in accordance with
conditions printed on the reverse of this certificate."
On the reverse:
"The shares of stock evidenced by this certificate are subject
to and transferrable only in accordance with that certain
Hollywood Casino Corporation 1996 Long-Term Incentive Plan, a
copy of which is on file at the principal office of the Company
in Dallas, Texas. No transfer or pledge of the shares evidenced
hereby may be made except in accordance with and subject to the
provisions of said Plan. By acceptance of this certificate, any
holder, transferee or pledgee hereof agrees to be bound by all
of the provisions of said Plan."
The following legend shall be inserted on a certificate evidencing Common
Stock issued under the Plan if the shares were not issued in a transaction
registered under the applicable federal and state securities laws:
"Shares of stock represented by this certificate have been
acquired by the holder for investment and not for resale,
transfer or distribution, have been issued pursuant to
exemptions from the registration requirements of applicable
state and federal securities laws, and may not be offered for
sale, sold or transferred other than pursuant to effective
registration under such laws, or in transactions otherwise in
compliance with such laws, and upon evidence satisfactory to the
Company of compliance with such laws, as to which the Company
may rely upon an opinion of counsel satisfactory to the
Company."
A copy of this Plan shall be kept on file in the principal office of the
Company in Dallas, Texas.
17.10 COMMISSION. To the extent required by law, stock ownership under
the Plan will be subject to review by each Commission pursuant to the provisions
of the applicable Act. If, after exercise of any Stock Options or issuance of
any Restricted Stock under the Plan, a Participant is found to be disqualified
by a Commission, such person shall dispose of his shares of Common Stock and the
Company shall have the absolute right to repurchase such shares at the then Fair
Market Value, the Option Price or the purchase price (if applicable), whichever
is the least.
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IN WITNESS WHEREOF, the Company has caused this instrument to be executed
as of July 30, 1996, by its President and Secretary pursuant to prior action
taken by the Board.
HOLLYWOOD CASINO CORPORATION
By: /s/ EDWARD T. PRATT III
---------------------------------
President
Attest:
/s/ WILLIAM D. PRATT
- ---------------------------------
Secretary
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EXHIBIT 4.5
HOLLYWOOD CASINO CORPORATION
1996 NON-EMPLOYEE DIRECTOR STOCK PLAN
-------------------------------------
The Hollywood Casino Corporation 1996 Non-Employee Director Stock Plan
(hereinafter called the "Plan") was adopted by the Board of Directors of
----
Hollywood Casino Corporation, a Delaware corporation (hereinafter called the
"Company"), effective as of June 12, 1996, and was approved by the Company's
- --------
stockholders on July 30, 1996.
ARTICLE 1
PURPOSE
-------
The purpose of the Plan is to attract and retain key Outside Directors of
Hollywood Casino Corporation and to provide such persons with a proprietary
interest in the Company through the issuance of Common Stock that will
(a) increase the interest of such persons in the Company's welfare;
(b) furnish an incentive to such persons to continue their services for
the Company; and
(c) provide a means through which the Company may attract able persons
as directors.
ARTICLE 2
DEFINITIONS
-----------
For the purpose of the Plan, unless the context requires otherwise, the
following terms shall have the meanings indicated:
2.1 "Act" means the Illinois Act, the Mississippi Act, the New Jersey
Act, and any other gaming laws to which the Company is or may be subject.
2.2 "Board" means the board of directors of the Company.
2.3 "Code" means the Internal Revenue Code of 1986, as amended.
2.4 "Commission" means the Illinois Commission, the Mississippi
Commission, the New Jersey Commission, and any other similar gaming entity to
which the Company is or may be subject in the future.
2.5 "Committee" means the committee appointed or designated by the Board
to administer the Plan in accordance with ARTICLE 3 of this Plan.
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<PAGE>
2.6 "Common Stock" means the Common Stock which the Company is currently
authorized to issue or may in the future be authorized to issue.
2.7 "Company" means Hollywood Casino Corporation, a Delaware
corporation, and any successor entity.
2.8 "Date of Grant" means the effective date on which a Stock Option is
awarded to an Outside Director (as defined in ARTICLE 4 of this Plan) as set
forth in the applicable Stock Option Agreement.
2.9 "Employee" means common law empLoyee (as defined in accordance with
the Regulations and Revenue Rulings then applicable under Section 3401(c) of the
Code) of the Company or any Subsidiary of the Company.
2.10 "Fair Market Value" of a share of Common Stock means (i) the
closing price per share on any stock exchange on which the Common Stock is
traded, (ii) the mean between the closing or average (as the case may be) bid
and asked prices per share of Common Stock on the over-the-counter market,
whichever is applicable, or (iii) as determined by the Committee if the Common
Stock is not traded on an exchange or quoted on an over-the-counter market,
whichever is applicable.
2.11 "Illinois Act" means the Illinois Riverboat Gambling Act, Ill. Rev.
Stat. ch. 120, Paragraph 2401 et seq., as amended, and the regulations
-- ---
promulgated and rulings issued thereunder, and any other Illinois statute
regulating gaming activity.
2.12 "Illinois Commission" means the Illinois Gaming Board established
pursuant to Section 5 of the Illinois Act.
2.13 "Mississippi Act" means the Mississippi Gaming Control Act, as
amended, and the regulations promulgated and rulings issued thereunder, and any
other Mississippi statute regulating gaming activity.
2.14 "Mississippi Commission" means the Mississippi Gaming Commission
established pursuant to the Mississippi Act.
2.15 "New Jersey Act" means the New Jersey Casino Control Act, N.J.
Stat. Ann. 5:12 1, et seq., as amended, and the regulations promulgated and
-- ---
rulings issued thereunder, and any other New Jersey statute regulating gaming
activity.
2.16 "New Jersey Commission" means the New Jersey Casino Control
Commission.
2.17 "Option Period" means the period during which a Stock Option may be
exercised.
2
<PAGE>
2.18 "Option Price" means the price which must be paid by a Participant
upon exercise of a Stock Option to purchase a share of Common Stock.
2.19 "Outside Director" means a director of the Company who is not an
Employee.
2.20 "Participant" shall mean an Outside Director of the Company who is
entitled to participate in the Plan.
2.21 "Plan" means this Hollywood Casino Corporation 1996 Non-Employee
Director Stock Plan, as amended from time to time.
2.22 "Retirement" means Termination of Service at or after attaining age
65.
2.23 "Stock Option" means a non-qualified option to purchase Common Stock
of the Company granted under this Plan.
2.24 "Stock Option Agreement" means a written agreement between a
Participant and the Company which sets out the terms of the grant of a Stock
Option.
2.25 "Subsidiary" means (i) any corporation in an unbroken chain of
corporations beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing a majority of
the total combined voting power of all classes of stock in one of the other
corporations in the chain, (ii) any limited partnership, if the Company or any
corporation described in item (i) above owns a majority of the general
partnership interest and a majority of the limited partnership interests
entitled to vote on the removal and replacement of the general partner, and
(iii) any partnership, if the partners thereof are composed only of the Company,
any corporation listed in item (i) above or any limited partnership listed in
item (ii) above. "Subsidiaries" means more than one of any such corporations,
limited partnerships or partnerships.
2.26 "Termination of Service as a Director" occurs when a Participant who
is an Outside Director of the Company shall cease to serve as a director of the
Company for any reason.
2.27 "Total and Permanent Disability" means total and permanent disability
as defined in Section 22(e) of the Code.
3
<PAGE>
ARTICLE 3
ADMINISTRATION
--------------
The Plan shall be administered by a committee appointed by the Board (the
"Committee"). The Committee shall consist of not fewer than two persons. Any
member of the Committee may be removed at any time, with or without cause, by
resolution of the Board. Any vacancy occurring in the membership of the
Committee may be filled by appointment by the Board.
The Committee shall select one of its members to act as its Chairman and
shall make such rules and regulations for its operation as it deems appropriate.
A majority of the Committee shall constitute a quorum, and the act of a majority
of the members of the Committee present at a meeting at which a quorum is
present shall be the act of the Committee. The Committee, in its discretion,
shall (i) interpret the Plan, (ii) prescribe, amend, and rescind any rules and
regulations necessary or appropriate for the administration of the Plan, and
(iii) make such other determinations and take such other action as it deems
necessary or advisable in the administration of the Plan. Any interpretation,
determination, or other action made or taken by the Committee shall be final,
binding, and conclusive on all interested parties.
ARTICLE 4
ELIGIBILITY; GRANT OF OPTIONS
-----------------------------
The Committee shall grant Stock Options as follows: (i) each Outside
Director serving as such on the effective date of the Plan shall receive a Stock
Option for 10,000 shares of Common Stock; (ii) each person who shall
subsequently be elected or appointed after the effective date of the Plan to
serve as an Outside Director and who shall not have previously served as an
Outside Director of the Company shall receive a Stock Option for 10,000 shares
of Common Stock; and (iii) each person serving as an Outside Director on
January 15th of each calendar year shall receive a Stock Option for 2,500 shares
of Common Stock. The Committee shall not grant Stock Options under any other
circumstances.
The grant of a Stock Option shall be evidenced by a Stock Option
Agreement setting forth the total number of shares of Common Stock subject to
the Stock Option, the Option Price, the maximum term of the Stock Option, the
Date of Grant, and such other terms and provisions as are approved by the
Committee, but not inconsistent with the Plan. The Company shall execute a
Stock Option Agreement with a Participant after the issuance of a Stock Option.
Any Stock Option granted pursuant to this Plan must be granted within ten (10)
years of the date of adoption of this Plan. The Plan shall be submitted to the
Company's stockholders for approval; however, the Committee may grant Stock
Options under the Plan prior to the time of stockholder approval. Any such
options granted prior to such stockholder approval shall be subject to such
stockholder approval.
4
<PAGE>
ARTICLE 5
SHARES SUBJECT TO PLAN
----------------------
The maximum number of shares of Common Stock that may be issued under
the Plan is one hundred and fifty thousand (150,000) (as may be adjusted in
accordance with ARTICLES 12 and 13 hereof). All Stock Options granted under the
Plan shall be designated as non-qualified stock options. Shares of Common Stock
to be issued under the Plan may be made available from either authorized but
unissued Common Stock or Common Stock held by the Company in its treasury.
Shares of Common Stock previously subject to Stock Options which are forfeited,
terminated, or settled in cash in lieu of Common Stock, or expired unexercised,
shall immediately become available for grants of Stock Options under the Plan.
During the term of this Plan, the Company will at all times reserve
and keep available the number of shares of Common Stock that shall be sufficient
to satisfy the requirements of this Plan.
ARTICLE 6
OPTION PRICE
------------
The Option Price for any share of Common Stock which may be purchased
under a Stock Option shall be One Hundred Percent (100%) of the Fair Market
Value of the share on the Date of Grant.
ARTICLE 7
OPTION PERIOD; FORFEITURE
-------------------------
A Stock Option may be exercised in whole or in part at any time during
its Option Period after the expiration of six (6) months from its Date of Grant.
No Stock Option granted under the Plan may be exercised at any time after the
end of its Option Period.
The Option Period for each Stock Option will terminate at the first of the
following to occur:
(a) 5 p.m. on the tenth anniversary of the Date of Grant ;
(b) 5 p.m. on the date which is twelve (12) months following the
Participant's Termination of Service as a Director due to death or Total
and Permanent Disability;
(c) 5 p.m. on the date which is three (3) months following the
Participant's Termination of Service as a Director due to Retirement; or
(d) 5 p.m. on the 30th day after the day of any other Termination of
Service as a Director; provided, however, that if such termination occurs
after the date this Plan is adopted but before this Plan is approved by the
stockholders of the Company, such 30-day period shall begin to run on the
effective date of such stockholder approval rather than on the date of
termination.
5
<PAGE>
ARTICLE 8
EXERCISE OF OPTION
------------------
Stock Options may be exercised during the Option Period. Options may
be exercised at such times and in such amounts as provided in this Plan and the
applicable Stock Option Agreements, subject to the terms, conditions, and
restrictions of the Plan.
In no event may a Stock Option be exercised or shares of Common Stock
be issued pursuant to a Stock Option if a necessary listing of the shares on a
stock exchange or any registration under state or federal securities laws
required under the circumstances has not been accomplished. No Stock Option may
be exercised for a fractional share of Stock. The granting of a Stock Option
shall impose no obligation upon the Participant to exercise that Stock Option.
Subject to such administrative regulations as the Committee may from
time to time adopt, a Stock Option may be exercised by the delivery of written
notice to the Committee setting forth the number of shares of Common Stock with
respect to which the Stock Option is to be exercised and the date of exercise
thereof (the "Exercise Date") which shall be at least three (3) days after
giving such notice unless an earlier time shall have been mutually agreed upon.
On the Exercise Date, the Participant shall deliver to the Company consideration
with a value equal to the total Option Price of the shares of Common Stock to be
purchased, payable as follows: (a) cash, certified check, bank draft, or money
order payable to the order of the Company, (b) Common Stock, valued at its Fair
Market Value on the Exercise Date, and/or (c) any other form of payment which is
acceptable to the Committee. Common Stock which is acquired by the Participant
pursuant to the exercise of a Stock Option may not be used to exercise a
subsequent Stock Option until and unless such shares have been held for a period
of six months.
Upon payment of all amounts due from the Participant, the Company
shall cause certificates for the Common Stock then being purchased to be
delivered to the Participant (or the person exercising the Participant's Stock
Option in the event of his death) at its principal business office promptly
after the Exercise Date. The obligation of the Company to deliver shares of
Common Stock shall, however, be subject to the condition that if at any time the
Committee shall determine in its discretion that the listing, registration, or
qualification of the Stock Option or the Common Stock upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the Stock Option or the issuance or purchase of shares of
Common Stock thereunder, the Stock Option may not be exercised in whole or in
part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee.
If the Participant fails to pay for any of the Common Stock specified
in such notice or fails to accept delivery thereof, the Participant's right to
purchase such Common Stock may be terminated by the Company.
6
<PAGE>
ARTICLE 9
AMENDMENT OR DISCONTINUANCE
---------------------------
Subject to the limitations set forth in this ARTICLE 9, the Board may at
any time and from time to time, without the consent of the Participants, alter,
amend, revise, suspend, or discontinue the Plan in whole or in part; provided,
however, that no amendment which requires stockholder approval in order for the
Plan to continue to comply with Rule 16b-3 under the Securities Exchange Act of
1934 Act, as in effect from time to time (the "1934 Act"), including any
successor to such Rule, shall be effective unless such amendment shall be
approved by the requisite vote of the stockholders of the Company entitled to
vote thereon.
Subject to the forgoing, the Board shall have the power and authority to
amend the Plan in any manner advisable in order for Stock Options granted under
the Plan to qualify for the exemption provided by Rule 16b-3 (or any successor
rule relating to exemption from Section 16(b) of the 1934 Act) (including
amendments as a result of changes to Rule 16b-3 or the regulations thereunder to
permit greater flexibility with respect to Stock Options granted under the
Plan), and any such amendment shall, to the extent deemed necessary or advisable
by the Committee, be applicable to any outstanding Stock Options theretofore
granted under the Plan, notwithstanding any contrary provisions contained in any
stock option agreement. To the extent required by the rules and regulations
promulgated under Section 16 of the 1934 Act, ARTICLES 4, 6 and 7 of the Plan
shall not be amended more than once every six months, except that the foregoing
shall not preclude any amendment to comport with changes in the Code, the
Employee Retirement Income Security Act of 1974 or the rules thereunder in
effect from time to time. In the event of any such amendments to the Plan, the
holder of any Stock Option outstanding under the Plan shall, upon request of the
Committee and as a condition to the exercisability thereof, execute a conforming
amendment in the form prescribed by the Committee to any stock option agreement
relating thereto within such reasonable time as the Committee shall specify in
such request. Notwithstanding anything contained in this Plan to the contrary,
unless required by law, no action contemplated or permitted by this ARTICLE 9
shall adversely affect any rights of Participants or obligations of the Company
to Participants with respect to any Stock Options theretofore granted under the
Plan without the consent of the affected Participant.
ARTICLE 10
ELECTION TO RECEIVE COMMON STOCK
---------------------------------
IN LIEU OF RETAINER
-------------------
A Participant may elect to reduce all or part of the cash compensation
otherwise payable for services to be rendered by him or her as a director
(including the annual retainer fee and any fees payable for services on the
Board or any committee thereon) and to receive in lieu thereof shares of Common
Stock. Any such election (a) shall be in writing, (b) shall specify an amount
of such compensation to be received in the form of Common Stock (expressed as a
percentage of the compensation otherwise payable in cash, as an amount in
dollars of compensation otherwise payable in cash or as a type of fee (e.g.,
retainer fee) otherwise payable in cash), (c) shall be made at least
7
<PAGE>
six months prior to the end of the first calendar quarter with respect to which
such election is to apply and (d) may not be revoked or changed thereafter
except as to compensation for services rendered at least six months after any
such election to revoke or change is made in writing. Any such election shall
continue in effect until six months after an election to revoke or change such
election is made in writing.
If a Participant elects pursuant to this ARTICLE 10 to receive Common
Stock, there shall be issued to such Participant promptly after the end of each
calendar quarter with respect to which such election applies a number of shares
of Common Stock equal to the amount of such compensation divided by the Fair
Market Value of a share of Common Stock on the last business day of the calendar
quarter for which the compensation wouLd have been paid in cash in the absence
of such election. To the extent that the application of the foregoing formula
would result in fractional shares of Common Stock being issuable, cash will be
paid to the Participant in lieu of such fractional shares based upon the value
established pursuant to such formula.
ARTICLE 11
TERM
----
The Plan shall be effective from the date that this Plan is approved by the
Board. Unless sooner terminated by action of the Board, the Plan will terminate
on June 12, 2006, but Stock Options granted before the date will continue to be
effective in accordance with their terms and conditions.
ARTICLE 12
CAPITAL ADJUSTMENTS
-------------------
If at any time while the Plan is in effect or unexercised Stock Options are
outstanding there shall be any increase or decrease in the number of issued and
outstanding shares of Common Stock resulting from (1) the declaration or payment
of a stock dividend, (2) any recapitalization resulting in a stock split-up,
combination, or exchange of shares of Common Stock, or (3) other increase or
decrease in such shares of Common Stock effected without receipt of
consideration by the Company, then and in such event:
(i) An appropriate adjustment shall be made in the maximum number of
shares of Common Stock then subject to being issued under the Plan, to the
end that the same proportion of the Company's issued and outstanding shares
of Common Stock shall continue to be subject to being so issued;
(ii) Appropriate adjustments shall be made in the number of shares to be
granted under ARTICLE 4 of the Plan, to the end that the same proportion of
the Company's issued and outstanding shares of Common Stock shall be
granted under ARTICLE 4.
(iii) Appropriate adjustments shall be made in the number of shares of
Common Stock and the Option Price thereof then subject to purchase pursuant
to each such Stock
8
<PAGE>
Option previously granted and unexercised, to the end that the same
proportion of the Company's issued and outstanding shares of Common Stock
in each such instance shall remain subject to purchase at the same
aggregate Option Price.
Except as otherwise expressly provided herein, the issuance by the Company
of shares of its capital stock of any class, or securities convertible into
shares of capital stock of any class, either in connection with direct sale or
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 number of or Option Price of shares of Common Stock
then subject to outstanding Stock Options granted under the Plan.
Upon the occurrence of each event requiring an adjustment with respect to
any Stock Option, the Company shall mail to each Participant its computation of
such adjustment which shall be conclusive and shall be binding upon each such
Participant.
ARTICLE 13
RECAPITALIZATION, MERGER AND CONSOLIDATION
------------------------------------------
(a) The existence of this Plan and Stock Options granted 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 and its business, or any merger
or consolidation of the Company, or any issue of bonds, debentures, preferred or
preference stocks ranking prior to or otherwise affecting the Common stock or
the rights thereof (or any rights, options, or warrants to purchase same), or
the dissolution or liquidation of the Company, or 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.
(b) Subject to any required action by the stockholders, if the Company
shall be the surviving or resulting corporation in any merger or consolidation,
any Stock Option granted hereunder shall pertain to and apply to the securities
or rights (including cash, property, or assets) to which a holder of the number
of shares of Common Stock subject to the Stock Option would have been entitled.
(c) In the event of any merger or consolidation pursuant to which the
Company is not the surviving or resulting corporation, there shall be
substituted for each share of Common Stock subject to the unexercised portions
of such outstanding Stock Options, that number of shares of each class of stock
or other securities or that amount of cash, property, or assets of the surviving
or consolidated company which were distributed or distributable to the
stockholders of the Company in respect to each share of Common Stock held by
them, such outstanding Stock Options to be thereafter exercisable for such
stock, securities, cash, or property in accordance with their terms.
Notwithstanding the foregoing, however, all such Stock Options may be cancelled
by the Company as of the effective date of any such reorganization, merger,
consolidation, or any dissolution or liquidation of the Company by giving notice
to each holder thereof or his personal representative
9
<PAGE>
of its intention to do so and by permitting the purchase during the thirty (30)
day period next preceding such effective date of all of the shares of Common
Stock subject to such outstanding Stock Options.
(d) Upon the occurrence of each event requiring an adjustment of the Option
Price or the number of shares of Common Stock purchasable pursuant to Stock
Options granted pursuant to the terms of this Plan, the Company shall mail to
each Participant its computation of such adjustment which shall be conclusive
and shall be binding upon each such Participant.
ARTICLE 14
LIQUIDATION OR DISSOLUTION
--------------------------
In case the Company shall, at any time while any Stock Option under this
Plan shall be in force and remain unexpired, (i) sell all or substantially all
of its property, or (ii) dissolve, liquidate, or wind up its affairs, then each
Participant may thereafter receive upon exercise hereof (in lieu of each share
of Common Stock of the Company which such Participant would have been entitled
to receive) the same kind and amount of any securities or assets as may be
issuable, distributable, or payable upon any such sale, dissolution,
liquidation, or winding up with respect to each share of Common Stock of the
Company. If the Company shall, at any time prior to the expiration of any Stock
Option, make any partial distribution of its assets, in the nature of a partial
liquidation, whether payable in cash or in kind (but excluding the distribution
of a cash dividend payable out of earned surplus and designated as such) then in
such event the prices then in effect with respect to each Stock Option shall be
reduced, on the payment date of such distribution, in proportion to the
percentage reduction in the tangible book value of the shares of the Company's
Common Stock (determined in accordance with generally accepted accounting
principles) resulting by reason of such distribution.
ARTICLE 15
OPTIONS IN SUBSTITUTION FOR
---------------------------
STOCK OPTIONS GRANTED BY OTHER CORPORATIONS
-------------------------------------------
Stock Options may be granted under the Plan from time to time in
substitution for such options held by directors of a corporation who become or
are about to become Outside Directors in connection with a merger or
consolidation of the employing corporation with the Company or the acquisition
by the Company of stock of the employing corporation. The terms and conditions
of the substitute options so granted may vary from the terms and conditions set
forth in this Plan to such extent as the Committee at the time of grant may deem
appropriate to conform, in whole or in part, to the provisions of the options in
substitution for which they are granted.
10
<PAGE>
ARTICLE 16
MISCELLANEOUS PROVISIONS
------------------------
16.1 INVESTMENT INTENT. The Company may require that there be
presented to and filed with it by any Participant under the Plan, such evidence
as it may deem necessary to establish that the options granted or the shares of
Common Stock to be purchased or transferred are being acquired for investment
and not with a view to their distribution.
16.2 NO EMPLOYMENT RELATIONSHIP. The Participant is not an Employee
of the Company or any Subsidiary. Nothing herein shall be construed to create
an employer-employee relationship between the Company and the Participant.
16.3 INDEMNIFICATION OF BOARD AND COMMITTEE. No member of the Board
or the Committee, nor any officer or employee of the Company acting on behalf of
the Board or the Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and all members of the Board or the Committee and each and any officer or
employee of the Company acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in respect of any such
action, determination, or interpretation.
16.4 EFFECT OF THE PLAN. Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted a Stock Option to purchase Common Stock of the Company or
any other rights except as may be evidenced by a Stock Option Agreement, or any
amendment thereto, duly authorized by the Committee and executed on behalf of
the Company, and then only to the extent and upon the terms and conditions
expressly set forth therein.
16.5 COMPLIANCE WITH OTHER LAWS AND REGULATIONS. Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue shares of Common Stock under any Stock Option if the issuance
thereof wouLd constitute a violation by the Participant or the Company of any
provisions of any law or regulation of any governmental authority or any
national securities exchange or other forum in which shares of Common Stock are
traded (including without limitation any gaming laws or Section 16 of the
Securities Exchange Act of 1934); and, as a condition of any sale or issuance of
shares of Common Stock under a Stock Option, the Committee may require such
agreements or undertakings, if any, as the Committee may deem necessary or
advisable to assure compliance with any such law or regulation. The Plan, the
grant and exercise of Stock Options hereunder, and the obligation of the Company
to sell and deliver shares of Common Stock, shall be subject to all applicable
federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required.
16.6 TAX REQUIREMENTS. The Company shall have the right to deduct
from all amounts hereunder paid in cash or other form, any Federal, state, or
local taxes required by law to be withheld with respect to such payments. The
Participant receiving shares of Common Stock issued under the Plan shall be
required to pay the Company the amount of any taxes which the Company is
required
11
<PAGE>
to withhold with respect to such shares of Common Stock. Such payments shall be
required to be made prior to the delivery of any certificate representing such
shares of Common Stock. Such payment may be made in cash or by check.
16.7 NON-ASSIGNABILITY. A Stock Option granted to a Participant may
not be transferred or assigned other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended. If the Participant attempts to alienate, assign, pledge, hypothecate,
or otherwise dispose of his Stock Option or any right thereunder, except as
provided for in this Plan or the Stock Option Agreement, or in the event of any
levy, attachment, execution, or similar process upon the right or interest
conferred by this Plan or the Stock Option Agreement, the Committee may
terminate the Participant's Stock Option by notice to him, and it shall
thereupon become null and void.
16.8 USE OF PROCEEDS. Proceeds from the sale of shares of Common
Stock pursuant to Stock Options granted under this Plan shall constitute general
funds of the Company.
16.9 LEGEND. If shares of Common Stock are issued upon exercise of
a Stock Option, and such transaction is not registered under the applicable
federal and state securities laws, the certificate(s) representing such shares
shall bear the following legend, or a similar legend deemed by the Company to
constitute an appropriate notice of the provisions of the applicable securities
laws (any such certificate not having such legend shall be surrendered upon
demand by the Company and so endorsed):
"Shares of stock represented by this certificate have been acquired by the
holder for investment and not for resale, transfer or distribution, have
been issued pursuant to exemptions from the registration requirements of
applicable state and federal securities laws, and may not be offered for
sale, sold or transferred other than pursuant to effective registration
under such laws, or in transactions otherwise in compliance with such laws,
and upon evidence satisfactory to the Company of compliance with such laws,
as to which the Company may rely upon an opinion of counsel satisfactory to
the Company."
16.10 COMMISSION. To the extent required by law, stock ownership under the
Plan will be subject to review by each Commission pursuant to the provisions of
the applicable Act. If, after the exercise of any Stock Options or the issuance
of any Common Stock under the Plan, a Participant is found to be disqualified by
a Commission, such person shall dispose of his shares of Common Stock and the
Company shall have the absolute right to repurchase such shares at the then
market price, the Option Price or the Fair Market Value, if any, whichever is
the least.
12
<PAGE>
IN WITNESS WHEREOF, the Company has caused this instrument to be
executed as of July 30, 1996, by its President and Secretary pursuant to prior
action taken by the Board.
HOLLYWOOD CASINO CORPORATION
By: /s/ EDWARD T. PRATT III
----------------------------------
President
Attest:
/s/ WILLIAM D. PRATT
- ------------------------------------
Secretary
13
<PAGE>
EXHIBIT 4.6
INCENTIVE STOCK OPTION AGREEMENT
--------------------------------
HOLLYWOOD CASINO CORPORATION
----------------------------
1996 LONG-TERM INCENTIVE PLAN
-----------------------------
1. Grant of Option. Pursuant to the Hollywood Casino Corporation
---------------
1996 Long-Term Incentive Plan (the "Plan") for key management employees of
Hollywood Casino Corporation, a Delaware corporation (the "Company") and its
Subsidiaries, the Company grants to
_____________________________________
(the "Participant")
an option to purchase from the Company a total of _________ full shares
("Optioned Shares") of Common Stock ("Common Stock") of the Company at $______
per share (being the fair market value per share of the Common Stock on the Date
of Grant, or 110% of such fair market value in the case of a 10% or more
stockholder as provided in Code Section 422), in the amounts, during the
periods, and upon the terms and conditions set forth in this Agreement. The
Date of Grant of this Stock Option is ________________, 19___. This is an
Incentive Stock Option.
2. Subject to Plan. This Stock Option and its exercise are subject
---------------
to the terms and conditions of the Plan, but the terms of the Plan shall not be
considered an enlargement of any benefits under this Agreement. The capitalized
terms used herein that are defined in the Plan shall have the same meanings
assigned to them in the Plan. This Stock Option is subject to any rules
promulgated pursuant to the Plan by the Board or the Committee and communicated
to the Participant in writing.
3. Vesting; Time of Exercise. Except as specifically provided in
-------------------------
this Agreement and subject to certain restrictions and conditions set forth in
the Plan, this Stock Option is exercisable in the following cumulative
installments:
First installment. Up to _____% of the total Optioned Shares at any
-----------------
time following the Date of Grant.
Second installment. Up to an additional _____% of the total Optioned
------------------
Shares at any time following the ____th anniversary of the Date of
Grant.
Third installment. Up to an additional _____% of the total Optioned
-----------------
Shares at any time following the ____th anniversary of the Date of
Grant.
Fourth installment. Up to an additional _____% of the total Optioned
------------------
Shares at any time following the ____th anniversary of the Date of
Grant.
Fifth installment. Up to an additional _____% of the total Optioned
-----------------
Shares at any time following the ____th anniversary of the Date of
Grant.
<PAGE>
[Notwithstanding the foregoing, the vesting of installments under this
Stock Option shall automatically accelerate and this Stock Option shall be
exercisable in full upon (i) the Participant's death, (ii) the Participant's
Termination of Service as a result of his Total and Permanent Disability or
(iii) the occurrence of a Change of Control.]
4. Term; Forfeiture. This Stock Option, and all unexercised Optioned
----------------
Shares granted to the Participant hereunder, will terminate and be forfeited at
the first of the following to occur:
(a) 5 p.m. on _________________, 19__ [maximum 10 years from Date
of Grant, or 5 years for a 10% or more stockholder];
(b) 5 p.m. on the date which is_________ (____) months following the
Participant's Termination of Service due to death or Total and Permanent
Disability;
(c) 5 p.m. on the date which is_________ (___) months following the
Participant's Termination of Service due to Retirement; or
(d) 5 p.m. on the ____th day after the day of any other Termination
of Service.
5. Who May Exercise. Subject to the terms and conditions set forth
----------------
in Sections 3 and 4 above, during the lifetime of the Participant, this Stock
Option may be exercised only by the Participant, or by the Participant's
guardian. If the Participant's Service terminates as a result of death or Total
and Permanent Disability prior to the termination date specified in Section 4(a)
hereof and the Participant has not exercised this Stock Option as to the maximum
percentage of Optioned Shares set forth in Section 3 hereof as of the date of
death or Total and Permanent Disability, the following persons may exercise the
exercisable portion of this Stock Option on behalf of the Participant at any
time prior to the earlier of the dates specified in Sections 4(a) or (b) hereof:
(i) if the Participant is disabled, the guardian of the Participant; or (ii) if
the Participant dies, the personal representative of his estate, or the person
who acquired the right to exercise this Stock Option by bequest or inheritance
or by reason of the death of the Participant; provided that this Stock Option
shall remain subject to the other terms of this Agreement, the Plan, and
applicable laws, rules, and regulations.
6. Restrictions. This Stock Option may be exercised only with
------------
respect to full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as
------------------
the Board or the Committee may from time to time adopt, this Stock Option may be
exercised by the delivery of written notice to the Committee setting forth the
number of shares of Common Stock with respect to which the Stock Option is to be
exercised
2
<PAGE>
and the date of exercise thereof (the "Exercise Date") which shall be at least
three (3) days after giving such notice unless an earlier time shall have been
mutually agreed upon. On the Exercise Date, the Participant shall deliver to the
Company consideration with a value equal to the total Option Price of the shares
to be purchased, payable as follows: (a) cash, certified check, bank draft, or
money order payable to the order of the Company, (b) Common Stock (including
Restricted Stock), valued at its Fair Market Value on the Exercise Date, and/or
(c) any other form of payment which is acceptable to the Committee. In the
event that shares of Restricted Stock are tendered as consideration for the
exercise of a Stock Option, a number of shares of Common Stock issued upon the
exercise of the Stock Option, equal to the number of shares of Restricted Stock
used as consideration therefor, shall be subject to the same restrictions as the
Restricted Stock so submitted. Common Stock which is acquired by the Option
Holder pursuant to the exercise of this Stock Option may not be used to exercise
a subsequent option until and unless such shares have been held for a period of
six months.
Upon payment of all amounts due from the Participant, the Company
shall cause certificates for the Optioned Shares then being purchased to be
delivered to the Participant (or the person exercising the Participant's Stock
Option in the event of his death) at its principal business office within ten
(10) business days after the Exercise Date; provided that the Company may at its
option retain physical possession of the certificate evidencing the shares
acquired upon exercise until the expiration of the holding periods described in
Section 422(a)(1) of the Code. The obligation of the Company to deliver shares
of Common Stock shall, however, be subject to the condition that if at any time
the Committee shall determine in its discretion that the listing, registration,
or qualification of the Stock Option or the Optioned Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the Stock Option or the issuance or purchase of shares of
Common Stock thereunder, then the Stock Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee.
If the Participant fails to pay for any of the Optioned Shares
specified in such notice or fails to accept delivery thereof, then the
Participant's right to purchase such Optioned Shares may be terminated by the
Company.
8. Disqualifying Disposition. In the event that Common Stock
-------------------------
acquired upon exercise of this Stock Option is disposed of by the Participant
prior to the expiration of either two years from the Date of Grant of such Stock
Option or one year from the transfer of shares to the Participant pursuant to
the exercise of such Stock Option, such Participant shall notify the Company in
writing within thirty (30) days after such disposition of the date and terms of
such disposition.
3
<PAGE>
9. Non-Assignability. This Stock Option is not assignable or
-----------------
transferable by the Participant except by will or by the laws of descent and
distribution.
10. Rights as Stockholder. The Participant will have no rights as a
---------------------
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Participant for the shares.
Except as otherwise provided in Section 11 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
11. Adjustment of Number of Shares and Related Matters. The number
--------------------------------------------------
of shares of Common Stock covered by this Stock Option, and the Option Price
thereof, shall be subject to adjustment in accordance with ARTICLES 13, 14 and
15 of the Plan.
12. Participant's Representations. Notwithstanding any of the
-----------------------------
provisions hereof, the Participant hereby agrees that he will not exercise the
Stock Option granted hereby, and that the Company will not be obligated to issue
any shares to the Participant hereunder, if the exercise thereof or the issuance
of such shares shall constitute a violation by the Participant or the Company of
any provision of any law or regulation of any governmental authority. Any
determination in this connection by the Committee shall be final, binding, and
conclusive. The obligations of the Company and the rights of the Participant
are subject to all applicable laws, rules, and regulations.
Participant further represents that Participant will not exercise any
Stock Option granted to Participant under this Agreement during the six (6)
months following the Date of Grant.
13. Investment Representation. Unless the Common Stock is issued to
-------------------------
him in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Participant represents and warrants to
the Company that all Common Stock which may be purchased hereunder will be
acquired by the Participant for investment purposes for his or her own account
and not with any intent for resale or distribution in violation of federal or
state securities laws. Unless the Common Stock is issued to him in a
transaction registered under the applicable federal and state securities laws,
all certificates issued with respect to the Common Stock shall bear an
appropriate restrictive investment legend.
14. Participant's Acknowledgments. The Participant acknowledges
------------------------------
receipt of a copy of the Plan, which is annexed hereto, and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts
this Option subject to all the terms and provisions thereof. The Participant
hereby agrees to accept as binding, conclusive, and final all decisions or
interpretations of the Board, as that term is defined in the Plan, upon any
questions arising under the Plan or this Agreement.
4
<PAGE>
15. Law Governing. This Agreement shall be governed by, construed,
-------------
and enforced in accordance with the laws of the State of Texas (excluding any
conflict of laws rule or principle of Texas law that might refer the governance,
construction, or interpretation of this agreement to the laws of another state).
16. No Right to Continue Employment. Nothing herein shall be
-------------------------------
construed to confer upon the Participant the right to continue in the employment
of the Company or any Subsidiary or interfere with or restrict in any way the
right of the Company or any Subsidiary to discharge the Participant at any time
(subject to any contract rights of the Participant).
17. Legal Construction. In the event that any one or more of the
-------------------
terms, provisions, or agreements that are contained in this Agreement shall be
held by a Court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect for any reason, the invalid, illegal, or
unenforceable term, provision, or agreement shall not affect any other term,
provision, or agreement that is contained in this Agreement and this Agreement
shall be construed in all respects as if the invalid, illegal, or unenforceable
term, provision, or agreement had never been contained herein.
18. Covenants and Agreements as Independent Agreements. Each of the
--------------------------------------------------
covenants and agreements that is set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this
Agreement. The existence of any claim or cause of action of the Participant
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.
19. Entire Agreement. This Agreement together with the Plan
----------------
supersede any and all other prior understandings and agreements, either oral or
in writing, between the parties with respect to the subject matter hereof and
constitute the sole and only agreements between the parties with respect to the
said subject matter. All prior negotiations and agreements between the parties
with respect to the subject matter hereof are merged into this Agreement. Each
party to this Agreement acknowledges that no representations, inducements,
promises, or agreements, orally or otherwise, have been made by any party or by
anyone acting on behalf of any party, which are not embodied in this Agreement
or the Plan and that any agreement, statement or promise that is not contained
in this Agreement or the Plan shall not be valid or binding or of any force or
effect.
20. Parties Bound. The terms, provisions, representations,
-------------
warranties, covenants, and agreements that are contained in this Agreement shall
apply to, be binding upon, and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, and
permitted successors and assigns.
5
<PAGE>
21. Modification. No change or modification of this Agreement shall
------------
be valid or binding upon the parties unless the change or modification is in
writing and signed by the parties. Notwithstanding the preceding sentence, the
Company may amend the Plan or revoke this Stock Option to the extent permitted
in the Plan.
22. Headings. The headings that are used in this Agreement are used
--------
for reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.
23. Gender and Number. Words of any gender used in this Agreement
-----------------
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the
context requires otherwise.
24. Notice. Any notice required or permitted to be delivered
------
hereunder shall be deemed to be delivered only when actually received by the
Company or by the Participant, as the case may be, at the addresses set forth
below, or at such other addresses as they have theretofore specified by written
notice delivered in accordance herewith:
(A) Notice to the Company shall be addressed and delivered as
follows:
HOLLYWOOD CASINO CORPORATION
13455 Noel Road, Suite 2200
Dallas, Texas 75240
ATTENTION: Secretary
(B) Notice to the Participant shall be addressed and delivered as
follows:
________________________________________
________________________________________
________________________________________
________________________________________
25. Commission. To the extent required by law, stock ownership under
----------
the Plan and this Agreement will be subject to review by each Commission
pursuant to the provisions of the applicable Act. If, after exercise of any
Stock Options granted under the Plan, the Participant is found to be
disqualified by a Commission, the Participant shall dispose of his or her shares
of Common Stock and the Company shall have the absolute right to repurchase such
shares at the then Fair Market Value or the Option Price, whichever is the
lesser.
6
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer, and the Participant, to evidence his or
her consent and approval of all the terms hereof, has duly executed this
Agreement, as of the date specified in Section 1 hereof.
HOLLYWOOD CASINO CORPORATION
By: ________________________________________
Title: _____________________________________
PARTICIPANT:
____________________________________________
7
<PAGE>
EXHIBIT 4.7
NON-QUALIFIED STOCK OPTION AGREEMENT
------------------------------------
HOLLYWOOD CASINO CORPORATION
----------------------------
1996 LONG-TERM INCENTIVE PLAN
-----------------------------
1. Grant of Option. Pursuant to the Hollywood Casino Corporation
---------------
1996 Long-Term Incentive Plan (the "Plan") for key management employees of
Hollywood Casino Corporation, a Delaware corporation (the "Company"), and its
Subsidiaries, the Company grants to
_____________________________________
(the "Participant")
an option to purchase from the Company a total of _________ full shares
("Optioned Shares") of Class A Common Stock ("Common Stock") of the Company at
$______ per share (being the [Fair Market Value] per share of the Common Stock
on this Date of Grant), in the amounts, during the periods, and upon the terms
and conditions set forth in this Agreement. The Date of Grant of this Stock
Option is _____________________, 19___. This is a Non-qualified Stock Option.
2. Subject to Plan. This Stock Option and its exercise are subject
---------------
to the terms and conditions of the Plan, but the terms of the Plan shall not be
considered an enlargement of any benefits under this Agreement. The capitalized
terms used herein that are defined in the Plan shall have the same meanings
assigned to them in the Plan. This Stock Option is subject to any rules
promulgated pursuant to the Plan by the Board or the Committee and communicated
to the Participant in writing.
3. Vesting; Time of Exercise. Except as specifically provided in
-------------------------
this Agreement and subject to certain terms, restrictions and conditions set
forth in the Plan, this Stock Option is exercisable in the following cumulative
installments:
First installment. Up to ___% of the total Optioned Shares at any time
-----------------
following the ___th anniversary of the Date of Grant.
Second installment. Up to an additional ___% of the total Optioned
------------------
Shares at any time following the ___th anniversary of the Date of Grant.
Third installment. Up to an additional ___% of the total Optioned
-----------------
Shares at any time following the ___th anniversary of the Date of Grant.
Fourth installment. Up to an additional ___% of the total Optioned
------------------
Shares at any time following the ___th anniversary of the Date of Grant.
<PAGE>
Fifth installment. Up to an additional ___% of the total Optioned
-----------------
Shares at any time following the ___th anniversary of the Date of Grant.
[Notwithstanding the foregoing, the vesting of installments under this
Stock Option shall automatically accelerate and this Stock Option shall be
exercisable in full upon (i) the Participant's death, (ii) the Participant's
Termination of Service as a result of his Total and Permanent Disability or
(iii) the occurrence of a Change of Control.]
4. Term; Forfeiture. This Stock Option, and all unexercised Optioned
----------------
Shares granted to the Participant hereunder, will terminate and be forfeited at
the first of the following to occur:
(a) 5:00 p.m. on _________________, 19__ [maximum 10 years from
Date of Grant];
(b) 5:00 p.m. on the date which is _______ (___) months following
the Participant's Termination of Service due to death or Total and
Permanent Disability;
(c) 5:00 p.m. on the date which is ______ (___) months following the
Participant's Termination of Service due to Retirement; or
(d) 5:00 p.m. on the ____th day after the day of any other
Termination of Service.
5. Who May Exercise. Subject to the terms and conditions set forth
----------------
in Sections 3 and 4 above, during the lifetime of the Participant, this Stock
Option may be exercised only by the Participant, or by the Participant's
guardian. If a Termination of Service of the Participant occurs as a result of
death or Total and Permanent Disability prior to the termination date specified
in Section 4(a) hereof and the Participant has not exercised this Stock Option
as to the maximum percentage of Optioned Shares set forth in Section 3 hereof as
of the date of death or Total and Permanent Disability, the following persons
may exercise the exercisable portion of this Stock Option on behalf of the
Participant at any time prior to the earlier of the dates specified in Sections
4(a) or (b) hereof: (i) if the Participant is disabled, the guardian of the
Participant; or (ii) if the Participant dies, the personal representative of his
estate, or the person who acquired the right to exercise this Stock Option by
bequest or inheritance or by reason of the death of the Participant; provided
that this Stock Option shall remain subject to the other terms of this
Agreement, the Plan, and applicable laws, rules, and regulations.
6. Restrictions. This Stock Option may be exercised only with
------------
respect to full shares, and no fractional share of stock shall be issued.
2
<PAGE>
7. Manner of Exercise. Subject to such administrative regulations as
------------------
the Board or the Committee may from time to time adopt, this Stock Option may be
exercised by the delivery of written notice to the Secretary of the Company
setting forth the number of shares of Common Stock with respect to which the
Stock Option is to be exercised and the date of exercise thereof (the "Exercise
Date") which shall be at least three (3) days after giving such notice unless an
earlier time shall have been mutually agreed upon. On the Exercise Date, the
Participant shall deliver to the Company consideration with a value equal to the
total Option Price of the shares to be purchased, payable as follows: (a) cash,
certified check, bank draft, or money order payable to the order of the Company,
(b) Common Stock (including Restricted Stock), valued at its Fair Market Value
on the Exercise Date, and/or (c) any other form of payment which is acceptable
to the Committee. In the event that shares of Restricted Stock are tendered as
consideration for the exercise of a Stock Option, a number of shares of Common
Stock issued upon the exercise of the Stock Option, equal to the number of
shares of Restricted Stock used as consideration therefor, shall be subject to
the same restrictions as the Restricted Stock so submitted. Common Stock which
is acquired by the Option Holder pursuant to the exercise of this Stock Option
may not be used to exercise a subsequent option until and unless such shares
have been held for a period of six months.
Upon payment of all amounts due from the Participant, the Company
shall cause certificates for the Optioned Shares then being purchased to be
delivered to the Participant (or the person exercising the Participant's Stock
Option in the event of his death) at its principal business office promptly
after the Exercise Date. The obligation of the Company to deliver shares of
Common Stock shall, however, be subject to the condition that if at any time the
Committee shall determine in its discretion that the listing, registration, or
qualification of the Stock Option or the Optioned Shares upon any securities
exchange or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition of, or in
connection with, the Stock Option or the issuance or purchase of shares of
Common Stock thereunder, then the Stock Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee.
If the Participant fails to pay for any of the Optioned Shares
specified in such notice or fails to accept delivery thereof, then the
Participant's right to purchase such Optioned Shares may be terminated by the
Company.
The Company shall have the right to deduct from all amounts hereunder
paid in cash or other form, any Federal, state, or local taxes required by law
to be withheld with respect to such payments. The Participant receiving shares
of Common Stock issued under this Stock Option shall be required to pay the
Company the amount of any taxes which the Company is required to withhold with
respect to
3
<PAGE>
such shares of Common Stock. Such payments shall be required to be made prior
to the delivery of any certificate representing such shares of Common Stock.
Such payment may be made in cash, by check, or through the delivery of shares of
Common Stock owned by the Participant (which may be effected by the actual
delivery of shares of Common Stock by the Participant or, if the Participant is
not an insider (as defined in Section 8.2 of the Plan), by the Company's
withholding a number of shares to be issued upon exercise of this Stock Option,
if applicable), which shares have an aggregate Fair Market Value equal to the
required minimum withholding payment, or any combination thereof.
8. Non-Assignability. This Stock Option is not assignable or
-----------------
transferable by the Participant except by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined in
the Code or Title I of the Employee Retirement Income Security Act of 1974, as
amended.
9. Rights as Stockholder. The Participant will have no rights as a
---------------------
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Participant for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of Shares and Related Matters. The number
--------------------------------------------------
of shares of Common Stock covered by this Stock Option, and the Option Price
thereof, shall be subject to adjustment in accordance with ARTICLES 13, 14, and
15 of the Plan.
11. Participant's Representations. Notwithstanding any of the
-----------------------------
provisions hereof, the Participant hereby agrees that he or she will not
exercise the Stock Option granted hereby, and that the Company will not be
obligated to issue any shares to the Participant hereunder, if the exercise
thereof or the issuance of such shares shall constitute a violation by the
Participant or the Company of any provision of any law or regulation of any
governmental authority. Any determination in this connection by the Committee
shall be final, binding, and conclusive. The obligations of the Company and the
rights of the Participant are subject to all applicable laws, rules, and
regulations.
Participant further represents that, if the Participant is an
"insider" (as defined in the Plan), Participant will not exercise this Stock
Option during the six (6) months following the Date of Grant.
12. Investment Representation. Unless the Common Stock is issued to
-------------------------
him in a transaction registered under applicable federal and state securities
laws, by his or her execution hereof, the Participant represents and warrants to
the Company that all Common Stock which may be purchased hereunder will be
acquired by the
4
<PAGE>
Participant for investment purposes for his or her own account and not with any
intent for resale or distribution in violation of federal or state securities
laws. Unless the Common Stock is issued to him in a transaction registered
under the applicable federal and state securities laws, all certificates issued
with respect to the Common Stock shall bear an appropriate restrictive
investment legend.
13. Participant's Acknowledgments. The Participant acknowledges
------------------------------
receipt of a copy of the Plan, which is annexed hereto, and represents that he
or she is familiar with the terms and provisions thereof, and hereby accepts
this Stock Option subject to all the terms and provisions thereof. The
Participant hereby agrees to accept as binding, conclusive, and final all
decisions or interpretations of the Board, as that term is defined in the Plan,
upon any questions arising under the Plan or this Agreement.
14. Law Governing. This Agreement shall be governed by, construed,
-------------
and enforced in accordance with the laws of the State of Texas (excluding any
conflict of laws rule or principle of Texas law that might refer the governance,
construction, or interpretation of this agreement to the laws of another state).
15. No Right to Continue Employment. Nothing herein shall be
-------------------------------
construed to confer upon the Participant the right to continue in the employment
of the Company or any Subsidiary or interfere with or restrict in any way the
right of the Company or any Subsidiary to discharge the Participant at any time
(subject to any contract rights of the Participant).
16. Legal Construction. In the event that any one or more of the
-------------------
terms, provisions, or agreements that are contained in this Agreement shall be
held by a Court of competent jurisdiction to be invalid, illegal, or
unenforceable in any respect for any reason, the invalid, illegal, or
unenforceable term, provision, or agreement shall not affect any other term,
provision, or agreement that is contained in this Agreement and this Agreement
shall be construed in all respects as if the invalid, illegal, or unenforceable
term, provision, or agreement had never been contained herein.
17. Covenants and Agreements as Independent Agreements. Each of the
--------------------------------------------------
covenants and agreements that is set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this
Agreement. The existence of any claim or cause of action of the Participant
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.
18. Entire Agreement. This Agreement together with the Plan
----------------
supersede any and all other prior understandings and agreements, either oral or
in writing,
5
<PAGE>
between the parties with respect to the subject matter hereof and constitute the
sole and only agreements between the parties with respect to the said subject
matter. All prior negotiations and agreements between the parties with respect
to the subject matter hereof are merged into this Agreement. Each party to this
Agreement acknowledges that no representations, inducements, promises, or
agreements, orally or otherwise, have been made by any party or by anyone acting
on behalf of any party, which are not embodied in this Agreement or the Plan and
that any agreement, statement or promise that is not contained in this Agreement
or the Plan shall not be valid or binding or of any force or effect.
19. Parties Bound. The terms, provisions, representations,
-------------
warranties, covenants, and agreements that are contained in this Agreement shall
apply to, be binding upon, and inure to the benefit of the parties and their
respective heirs, executors, administrators, legal representatives, and
permitted successors and assigns.
20. Modification. No change or modification of this Agreement shall
------------
be valid or binding upon the parties unless the change or modification is in
writing and signed by the parties. Notwithstanding the preceding sentence, the
Company may amend the Plan or revoke this Stock Option to the extent permitted
in the Plan.
21. Headings. The headings that are used in this Agreement are used
--------
for reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.
22. Gender and Number. Words of any gender used in this Agreement
-----------------
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the
context requires otherwise.
23. Notice. Any notice required or permitted to be delivered
------
hereunder shall be deemed to be delivered only when actually received by the
Company or by the Participant, as the case may be, at the addresses set forth
below, or at such other addresses as they have theretofore specified by written
notice delivered in accordance herewith:
(A) Notice to the Company shall be addressed and delivered as
follows:
HOLLYWOOD CASINO CORPORATION
13455 Noel Road, Suite 2200
Dallas, Texas 75240
ATTENTION: Secretary
6
<PAGE>
(B) Notice to the Participant shall be addressed and delivered as
follows:
________________________________________
________________________________________
________________________________________
________________________________________
24. Commission. To the extent required by law, stock ownership under
----------
the Plan and this Agreement will be subject to review by each Commission
pursuant to the provisions of the applicable Act. If, after exercise of any
Stock Options granted under the Plan, the Participant is found to be
disqualified by a Commission, the Participant shall dispose of his or her shares
of Common Stock and the Company shall have the absolute right to repurchase such
shares at the then Fair Market Value or the Option Price, whichever is the
lesser.
7
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Participant, to evidence his or her consent
and approval of all the terms hereof, has duly executed this Agreement, as of
the date specified in Section 1 hereof.
HOLLYWOOD CASINO CORPORATION
By: __________________________________
Title: _______________________________
PARTICIPANT:
______________________________________
8
<PAGE>
EXHIBIT 4.8
HOLLYWOOD CASINO CORPORATION
RESTRICTED STOCK AWARD AGREEMENT
--------------------------------
This Restricted Stock Award Agreement is made and entered into effective as
of the ____ day of _______________________, 199_, by and between HOLLYWOOD
CASINO CORPORATION, a Delaware corporation (the "Company"), and ______________
("Stockholder").
W I T N E S S E T H:
-------------------
WHEREAS, for and in consideration of services previously rendered by
Stockholder to the Company, the Company wishes to provide an incentive for
Stockholder to remain in the employ of the Company and to promote the growth and
success of the Company, by issuing to Stockholder ___________________ shares of
Class A Common Stock of the Company ("Common Stock"), as a Restricted Stock
Award under the Hollywood Casino Corporation 1996 Long-Term Incentive Plan (the
"Plan"), all on the terms and conditions and subject to the restrictions set
forth herein.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants and the considerations as set forth herein, the parties do hereby
agree as follows:
ARTICLE I
1.01. Issuance. The Company, for and in consideration of services
--------
previously rendered by Stockholder to the Company, agrees to grant and issue,
and does hereby grant and issue, to Stockholder, and Stockholder agrees to
accept, and does hereby accept, from the Company, effective as of the date first
above written (the "Date of Grant"), a Restricted Stock Award consisting of
____________________ (___________) shares (the "Shares") of Common Stock
pursuant to the terms and conditions and subject to the restrictions hereinafter
set forth.
1.02. Subject to Plan. This Agreement and the Shares are subject to the
---------------
Plan. The terms used herein having their initial letters capitalized which are
not defined herein, but which are defined in the Plan, shall have the same
meanings assigned to them in the Plan.
1.03. Investment Purposes. Unless the Shares are issued to Stockholder in
-------------------
a transaction registered under applicable federal and state securities laws,
Stockholder, by his or her execution hereof, hereby warrants and represents
that he or she is acquiring the Shares solely for his or her own account, solely
for investment purposes and not with a view to resale or distribution in
violation of federal or state securities laws. Unless the Shares are issued to
him or her in a transaction registered under the applicable federal and state
securities laws, all certificates issued with respect to the Shares shall bear
an appropriate restrictive legend.
<PAGE>
ARTICLE II
2.01. Restriction Period.
------------------
(a) In the event of Stockholder's Termination of Service at any time
during the period commencing with the Date of Grant and terminating at 5:00 p.m.
Dallas Texas time, on ______________, 199_ (the Restriction Period"), except for
termination of employment as a result of Stockholder's death or Total and
Permanent Disability, Stockholder shall forfeit all right, title and interest in
and to the Shares to the extent and in accordance with paragraph (b) of this
Section 2.01.
(b) The Restriction Period of Shares shall commence on the Date of
Grant and shall expire as determined in accordance with the following schedule:
Percentage of Shares
Completed Years for Which Restriction
From Date of Grant Period Expires
------------------ --------------------
[Less than ___ years................... Zero Percent
____ years............................. ___%
____ years............................. ___%
____ years............................. ___%
____ years]............................ ___%
Except as set forth in Sections 2.01(a) and 4.05, upon Termination of Service
for any reason during the Restriction Period, the nonvested portion of any
Shares still subject to restriction hereunder shall be forfeited by the
Stockholder.
(c) Upon any forfeiture, all rights of Stockholder with respect to
the forfeited Shares shall cease and terminate, without any further obligation
on the part of the Company. The issuance of Shares hereunder in consideration of
past services to the Company shall not create any inference that Stockholder is
not obligated to render future services to the Company.
2.02 Full Shares. If any vesting installment of Shares includes a
-----------
fractional share, such installment will be rounded off to the next highest
Share, except the final installment, which will be for the balance of the total
Shares. Any issuance or vesting of Shares hereunder will be only with respect
to full Shares and no fractional share of Common Stock shall be issued.
ARTICLE III
3.01. Record Owner. Stockholder, during the duration of this
------------
Agreement, shall be considered the record owner of, and shall be entitled to
vote, the Shares.
-2-
<PAGE>
3.02. Distributions. Stockholder, during the duration of this Agreement,
-------------
shall be entitled to receive all dividends and any other distributions declared
on the Shares; provided, however, that the Company is under no duty to declare
any such dividends or to make any such distributions. In the event of a
dividend or other distribution declared on the Shares payable in capital stock,
or any right, option or warrant to receive same, or any security convertible
into or exchangeable for capital stock, then such capital stock, right, option,
warrant, or convertible security received by Stockholder shall also be subject
to the terms and conditions of this Agreement.
ARTICLE IV
4.01. No Assignment. During the term of this Agreement, Stockholder shall
-------------
not sell, assign, transfer, make a gift of or otherwise dispose of, or mortgage,
pledge or encumber, the Shares which remain subject to restriction hereunder, in
any manner whatsoever.
4.02. Legends. During the term of this Agreement, the certificate or
-------
certificates representing the Shares shall be registered in the name of the
Stockholder, and shall bear an appropriate legend referring to the terms,
conditions, and restrictions contained in the Plan and this Agreement,
substantially in the following form:
"The shares of stock evidenced by this certificate are subject to
and transferrable only in accordance with that certain Hollywood
Casino Corporation 1996 Long-Term Incentive Plan, a copy of which is
on file at the principal office of the Company in Dallas, Texas. No
transfer or pledge of the shares evidenced hereby may be made except
in accordance with and subject to the provisions of said Plan. By
acceptance of this certificate, any holder, transferee or pledgee
hereof agrees to be bound by all of the provisions of said Plan."
4.03. Forfeited Shares. In the event that Stockholder forfeits all right,
----------------
title, and interest in and to any Shares pursuant to Section 2.01 hereof, the
certificates representing the forfeited Shares shall be promptly returned to the
Company in accordance with the provisions of Section 4.04 hereof, and cancelled,
and the Shares shall be held in the treasury of the Company, or, at the option
of the Company, may be cancelled in accordance with the Delaware General
Corporation Law, as amended. In such event, this Agreement shall terminate and
be of no further force and effect with respect to such forfeited Shares.
4.04 Return of Certificates. Certificates for any Shares free of
----------------------
restriction under Sections 2.01 and 4.01 of this Agreement shall be delivered to
Stockholder (in exchange for Stockholder's restricted certificates in proper
form for transfer) promptly after, and only after, the period of forfeiture
shall expire without forfeiture in respect
-3-
<PAGE>
of such Shares. Certificates for any Shares forfeited under the provisions of
this Agreement shall be promptly returned by the Stockholder to the Company.
Stockholder hereby irrevocably grants to the Company a power of attorney to
transfer any Shares so forfeited to the Company and agrees to execute any
documents and stock powers requested by the Company in connection with such
forfeiture and transfer. It is acknowledged by the parties that the foregoing
provisions regarding returns and transfers of certificates with respect to
forfeited Shares are materially important to the Company and Stockholder, and
that in the event of any breach thereof, the Company shall have the right to
seek and the Stockholder shall agree to an order of a court of competent
jurisdiction requiring the specific performance of this Agreement by the
Stockholder in addition to any damages or other remedies which may be available
to the Company at law or equity.
4.05. Termination. Except as provided in Section 4.03 with respect to
-----------
termination of this Agreement following any forfeiture and except as hereinafter
provided, the provisions of Sections 2.01 and 4.01 hereof shall terminate at
5:00 p.m., Dallas, Texas time, on ______________________, 199___, at which time
any previously remaining non-vested Shares shall be delivered to Stockholder
unencumbered by any of the restrictions set forth in Sections 2.01 and 4.01. [In
the event of Stockholder's Termination of Service with the Company as a result
of Stockholder's death or Total and Permanent Disability, the provisions of
Section 2.01 and 4.01 hereof shall cease to be of any further force and effect
as of the date of such event, and certificates for all Shares free of such
restriction shall be delivered to Stockholder (in exchange for Stockholder's
restricted certificates in proper form for transfer) or, in the case of
Stockholder's death, to Stockholder's heirs or devisees, unencumbered by any
such restrictions.]
ARTICLE V
5.01. Severance. In the event that any sentence, paragraph, provision,
---------
section, or article of this Agreement is declared to be void by a court of
competent jurisdiction, such sentence, paragraph, provision, section, or article
shall be deemed severed from the remainder of this Agreement and the balance of
the Agreement shall remain in effect.
5.02. Binding Effect. Subject to the restrictions contained herein, this
--------------
Agreement shall be binding on and inure to the benefit of the parties, and their
respective heirs, personal representatives, successors and assigns, and the
parties agree for themselves and their heirs, personal representatives,
successors and assigns, to execute any instruments in writing which may be
necessary or proper in carrying out the purposes of this Agreement.
5.03. Amendments; Waivers. This instrument contains the entire agreement
-------------------
of the parties hereto and no modification, amendment, change, or discharge of
any term or provision of this Agreement shall be valid or binding unless the
same is in writing and signed by the parties hereto. No waiver of any of the
terms of this
-4-
<PAGE>
Agreement shall be valid unless signed by the party against whom such waiver is
asserted.
5.04. Notices. Any notice, demand, offer, or other written instrument
-------
required or permitted to be given, made, or sent hereunder shall be in writing,
signed by the party giving or making the same, and shall be sent postage prepaid
by registered mail or certified mail, return receipt requested, to all parties
hereto simultaneously at their following addresses:
Company: Hollywood Casino Corporation
13455 Noel Road
Suite 2200
Dallas, Texas 75240
ATTN: Secretary
Stockholder: ---------------------------------
---------------------------------
---------------------------------
Any party hereto shall have the right to change the place to which any such
notice, offer, demand, or writing shall be sent by similar notice sent in like
manner to the other party hereto. The date of any offer, demand, notice, or
instrument shall be deemed to be the date of mailing of such offer, demand,
notice, or instrument and shall be effective from such date.
5.05. Governing Law. The parties hereto agree that it is their
-------------
intention and covenant that this Agreement shall be governed by and construed in
accordance with the laws of the State of Texas (excluding any conflicts of law
rule or principle of Texas law that might refer the governance, construction or
interpretation of this Agreement to the laws of another state).
5.06. Assignment. Neither this Agreement nor any portion hereof may
----------
be assigned by Stockholder without the express written consent of the Company.
5.07. Stockholder's Spouse. The spouse of Stockholder is fully aware
--------------------
of, understands, and fully consents and agrees to, the provisions of this
Agreement and its binding effect upon any community property interests such
spouse may now or hereafter own, and agrees that the termination of such
spouse's marital relationship with a Stockholder for any reason (including
without limitation by death or divorce) shall not have the effect of removing
any Shares otherwise subject to this Agreement from the coverage hereof and that
such spouse's awareness, understanding, consent and agreement are evidenced by
such spouse's signing this Agreement.
5.08. Counterparts. This Agreement may be executed in counterparts,
------------
each of which shall be deemed an original for all purposes and all of which
taken together
-5-
<PAGE>
shall constitute but one and the same instrument. It is not necessary that each
party hereto execute the same counterpart.
5.09 Tax Requirements. Stockholder shall, no later than the date as
----------------
of which the value of any Shares first becomes includible in the gross income of
Stockholder for federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Company regarding payment of, any federal,
state, or local taxes of any kind required by law to be withheld with respect to
the Restricted Stock Award. The obligations of the Company hereunder shall be
conditional on such payment or arrangements and the Company shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to Stockholder. Such payment may be made in cash or by
certified or cashier's check made payable to the order of the Company.
5.10 Adjustment of Number of Shares and Related Matters. The number
--------------------------------------------------
of Shares covered by this Agreement shall be subject to adjustment in accordance
with Articles 13 and 14 of the Plan.
5.11 Participant's Acknowledgments. Stockholder acknowledges receipt
-----------------------------
of a copy of the Plan, which is annexed hereto, and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts the
Restricted Stock Award subject to all the terms and provisions thereof.
Stockholder hereby agrees to accept as binding, conclusive, and final all
decisions or interpretations of the Board and the Committee upon any questions
arising under the Plan or this Agreement.
5.12 No Employment Relationship. Nothing herein shall be construed
--------------------------
to create an employer-employee relationship between the Company and the
Stockholder.
5.13 Covenants and Agreements as Independent Agreements. Each of the
--------------------------------------------------
covenants and agreements that is set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this
Agreement. The existence of any claim or cause of action of the Stockholder
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.
5.14 Entire Agreement. This Agreement together with the Plan
----------------
supersede any and all other prior understandings and agreements, either oral or
in writing, between the parties with respect to the subject matter hereof and
constitute the sole and only agreements between the parties with respect to the
said subject matter. All prior negotiations and agreements between the parties
with respect to the subject matter are merged into this Agreement. Each party
to this Agreement acknowledges that no representations, inducements, promises or
agreements, orally or otherwise, have been made by any party or by anyone acting
on behalf of any party, which are not embodies in this Agreement or the Plan and
that any agreement, statement or
-6-
<PAGE>
promise that is not contained in this Agreement or the Plan shall not be valid
or binding or of any force or effect.
5.15 Headings. The headings that are used in this Agreement are used
--------
for reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.
5.16 Gender and Number. Words of any gender used in this Agreement
-----------------
shall be held and construed to include any other gender, and words in the
singular number shall be held to include the plural, and vice versa, unless the
context requires otherwise.
5.17 Commission. To the extent required by law, stock ownership
----------
under the Plan and this Agreement will be subject to review by each Commission
pursuant to the provisions of the applicable Act. If Stockholder is found to be
disqualified by a Commission, Stockholder shall dispose of his or her Shares and
the Company shall have the absolute right to repurchase such shares at the then
Fair Market Value [or purchase price for such Shares, if any, whichever is the
lesser].
IN WITNESS WHEREOF, the parties have executed this Agreement effective as
of the day and year first above written.
HOLLYWOOD CASINO CORPORATION,
a Delaware corporation
By:
------------------------------
Name:
----------------------------
Title:
---------------------------
STOCKHOLDER:
---------------------------------
Name:
----------------------------
SPOUSAL CONSENT
I hereby consent and agree to the provisions of this Agreement to the
extent of my interest in the subject matter hereof.
----------------------------------
-7-
<PAGE>
EXHIBIT 4.9
STOCK OPTION AGREEMENT
----------------------
HOLLYWOOD CASINO CORPORATION 1996
---------------------------------
NON-EMPLOYEE DIRECTOR STOCK PLAN
--------------------------------
1. Grant of Option. Pursuant to the Hollywood Casino Corporation 1996
---------------
Non-Employee Director Stock Plan (the "Plan") for Outside Directors of Hollywood
Casino Corporation, a Delaware corporation (the "Company"), the Company grants
to
_____________________________________
(Name of Participant)
an option to purchase from the Company a total of _____________ full shares
("Optioned Shares") of Common Stock ("Common Stock") of the Company at
$__________ per share (being the Fair Market Value per share of the Common Stock
on the Date of Grant), in the amounts, during the periods, and upon the terms
and conditions set forth in this Agreement. The Date of Grant of this Stock
Option is ________________, 19__. This is a Non-qualified Stock Option.
2. Subject to Plan. This Stock Option and its exercise are subject to the
---------------
terms and conditions of the Plan, but the terms of the Plan shall not be
considered an enlargement of any benefits under this Agreement. The capitalized
terms used herein that are defined in the Plan shall have the same meanings
assigned to them in the Plan. In addition, this Stock Option is subject to any
rules promulgated pursuant to the Plan by the Board or the Committee and
communicated to the Participant in writing.
3. Time of Exercise. Except as specifically provided in this Agreement
----------------
and subject to certain restrictions and conditions set forth in the Plan, this
Stock Option is exercisable in whole or in part at any time during its Option
Period after the expiration of six months from the Date of Grant.
4. Term; Forfeiture. This Stock Option, and all unexercised Optioned
----------------
Shares granted to the Participant hereunder, will terminate and be forfeited at
the first of the following to occur:
(a) 5 p.m. on the tenth anniversary of the Date of Grant;
(b) 5 p.m. on the date which is twelve (12) months following the
Participant's Termination of Service as a Director due to death or Total
and Permanent Disability;
<PAGE>
(c) 5 p.m. on the date which is three (3) months following the
Participant's Termination of Service as a Director due to Retirement; or
(d) 5 p.m. on the 30th day after the day of any other Termination of
Service as a Director.
5. Who May Exercise. Subject to the terms and conditions set forth in
----------------
Sections 3 and 4 above, during the lifetime of the Participant, this Stock
Option may be exercised only by the Participant, or by the Participant's
guardian. If the Participant's Service as a Director terminates as a result of
death or Total and Permanent Disability prior to the termination date specified
in Section 4(a) hereof and the Participant has not exercised this Stock Option
in full as of the date of death or Total and Permanent Disability, the following
persons may exercise this Stock Option on behalf of the Participant at any time
prior to the earlier of the dates specified in Sections 4(a) or (b) hereof: (i)
if the Participant is disabled, the guardian of the Participant; or (ii) if the
Participant dies, the personal representative of his estate, or the person who
acquired the right to exercise this Stock Option by bequest or inheritance or by
reason of the death of the Participant; provided that this Stock Option shall
remain subject to the other terms of this Agreement, the Plan, and applicable
laws, rules, and regulations.
6. Restrictions. This Stock Option may be exercised only with respect to
------------
full shares, and no fractional share of stock shall be issued.
7. Manner of Exercise. Subject to such administrative regulations as the
------------------
Board or the Committee may from time to time adopt, this Stock Option may be
exercised by the delivery of written notice to the Committee setting forth the
number of shares with respect to which the Stock Option is to be exercised and
the date of exercise thereof (the "Exercise Date") which shall be at least three
(3) days after giving such notice unless an earlier time shall have been
mutually agreed upon. On the Exercise Date, the Participant shall deliver to the
Company consideration with a value equal to the total Option Price of the shares
to be purchased, payable as follows: (a) cash, certified check, bank draft, or
money order payable to the order of the Company, and/or (b) any other form of
payment which is acceptable to the Committee. Common Stock which is acquired by
the Participant pursuant to the exercise of a Stock Option may not be used to
exercise a subsequent Stock Option until and unless such shares have been held
for a period of six months.
Upon payment of all amounts due from the Participant, the Company shall
cause certificates for the Optioned Shares then being purchased to be delivered
to the Participant (or the person exercising the Participant's Stock Option in
the event of his death) at its principal business office promptly after the
Exercise Date. The obligation of the Company to deliver shares shall, however,
be subject to the condition that if at any time the Committee shall determine in
its discretion that the listing, registration, or qualification of the Stock
Option or the Optioned Shares upon any
-2-
<PAGE>
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Stock Option or the issuance or
purchase of shares thereunder, the Stock Option may not be exercised in whole or
in part unless such listing, registration, qualification, consent, or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee.
If the Participant fails to pay for any of the Optioned Shares specified in
such notice or fails to accept delivery thereof, the Participant's right to
purchase such Optioned Shares may be terminated by the Company.
8. Non-Assignability. This Stock Option is not assignable or transferable
-----------------
by the Participant except by will or the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined in the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended.
9. Rights as Stockholder. The Participant will have no rights as a
---------------------
stockholder with respect to any shares covered by this Stock Option until the
issuance of a certificate or certificates to the Participant for the shares.
Except as otherwise provided in Section 10 hereof, no adjustment shall be made
for dividends or other rights for which the record date is prior to the issuance
of such certificate or certificates.
10. Adjustment of Number of Shares and Related Matters. The number of
--------------------------------------------------
shares of Common Stock covered by this Stock Option, and the Option Price
thereof, shall be subject to adjustment in accordance with ARTICLES 12 and 13 of
the Plan.
11. Participant's Representations. Notwithstanding any of the provisions
-----------------------------
hereof, the Participant hereby agrees that he will not exercise the Stock Option
granted hereby, and that the Company will not be obligated to issue any shares
to the Participant hereunder, if the exercise thereof or the issuance of such
shares shall constitute a violation by the Participant or the Company of any
provision of any law or regulation of any governmental authority. Any
determination in this connection by the Board shall be final, binding, and
conclusive. The obligations of the Company and the rights of the Participant
are subject to all applicable laws, rules, and regulations.
Participant further represents that Participant will not exercise any Stock
Option granted to Participant under this Agreement during the six (6) months
following the Date of Grant.
12. Investment Representation. Unless the Common Stock is issued to him
-------------------------
in a transaction registered under applicable federal and state securities laws,
by his or her execution hereof, the Participant represents and warrants to the
Company that all Common Stock which may be purchased hereunder will be acquired
by the
-3-
<PAGE>
Participant for investment purposes for his or her own account and not with any
intent for resale or distribution in violation of federal or state securities
laws. Unless the Common Stock is issued to him in a transaction registered
under the applicable federal and state securities laws, all certificates issued
with respect to the Common Stock shall bear an appropriate restrictive
investment legend.
13. Participant's Acknowledgments. The Participant acknowledges receipt
------------------------------
of a copy of the Plan, which is annexed hereto, and represents that he or she is
familiar with the terms and provisions thereof, and hereby accepts this Option
subject to all the terms and provisions thereof. The Participant hereby agrees
to accept as binding, conclusive, and final all decisions or interpretations of
the Board upon any questions arising under the Plan or this Agreement.
14. Law Governing. This Agreement shall be governed by, construed, and
-------------
enforced in accordance with the laws of the state of Texas (excluding any
conflicts of law rule or principle of Texas law that might refer the governance,
construction, or interpretation of this agreement to the laws of another state).
15. No Employment Relationship. The Participant is not an employee of the
--------------------------
Company or any of its subsidiaries. Nothing herein shall be construed to create
an employer-employee relationship between the Company and the Participant.
16. Legal Construction. In the event that any one or more of the terms,
-------------------
provisions, or agreements that are contained in this Agreement shall be held by
a Court of competent jurisdiction to be invalid, illegal, or unenforceable in
any respect for any reason, the invalid, illegal, or unenforceable term,
provision, or agreement shall not affect any other term, provision, or agreement
that is contained in this Agreement and this Agreement shall be construed in all
respects as if the invalid, illegal, or unenforceable term, provision, or
agreement had never been contained herein.
17. Covenants and Agreements as Independent Agreements. Each of the
--------------------------------------------------
covenants and agreements that is set forth in this Agreement shall be construed
as a covenant and agreement independent of any other provision of this
Agreement. The existence of any claim or cause of action of the Participant
against the Company, whether predicated on this Agreement or otherwise, shall
not constitute a defense to the enforcement by the Company of the covenants and
agreements that are set forth in this Agreement.
18. Entire Agreement. This Agreement together with the Plan supersede any
----------------
and all other prior understandings and agreements, either oral or in writing,
between the parties with respect to the subject matter hereof and constitute the
sole and only agreements between the parties with respect to the said subject
matter. All prior negotiations and agreements between the parties with respect
to the subject matter hereof are merged into this Agreement. Each party to this
Agreement
-4-
<PAGE>
acknowledges that no representations, inducements, promises, or agreements,
orally or otherwise, have been made by any party or by anyone acting on behalf
of any party, which are not embodied in this Agreement or the Plan and that any
agreement, statement or promise that is not contained in this Agreement or the
Plan shall not be valid or binding or of any force or effect.
19. Parties Bound. The terms, provisions, representations, warranties,
-------------
covenants, and agreements that are contained in this Agreement shall apply to,
be binding upon, and inure to the benefit of the parties and their respective
heirs, executors, administrators, legal representatives, and permitted
successors and assigns.
20. Modification. No change or modification of this Agreement shall be
------------
valid or binding upon the parties unless the change or modification is in
writing and signed by the parties. Notwithstanding the preceding sentence, the
Company may amend the Plan or revoke this Stock Option to the extent permitted
in the Plan.
21. Headings. The headings that are used in this Agreement are used for
--------
reference and convenience purposes only and do not constitute substantive
matters to be considered in construing the terms and provisions of this
Agreement.
22. Gender and Number. Words of any gender used in this Agreement shall
-----------------
be held and construed to include any other gender, and words in the singular
number shall be held to include the plural, and vice versa, unless the context
requires otherwise.
23. Notice. Any notice required or permitted to be delivered hereunder
------
shall be deemed to be delivered only when actually received by the Company or by
the Participant, as the case may be, at the addresses set forth below, or at
such other addresses as they have theretofore specified by written notice
delivered in accordance herewith:
(A) Notice to the Company shall be addressed and delivered as
follows:
HOLLYWOOD CASINO CORPORATION
13455 Noel Road, Suite 2200
Dallas, Texas 75240
ATTENTION: Secretary
-5-
<PAGE>
(B) Notice to the Participant shall be addressed and delivered as
follows:
________________________________________
________________________________________
________________________________________
24. Commission. To the extent required by law, stock ownership under the
----------
Plan and this Agreement will be subject to review by each Commission pursuant to
the provisions of the applicable Act. If, after exercise of any Stock Options
granted under the Plan, the Participant is found to be disqualified by a
Commission, the Participant shall dispose of his or her shares of Common Stock
and the Company shall have the absolute right to repurchase such shares at the
then Fair Market Value or the Option Price, whichever is the lesser.
IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by
its duly authorized officer, and the Participant, to evidence his or her consent
and approval of all the terms hereof, has duly executed this Agreement, as of
the date specified in Section 1 hereof.
HOLLYWOOD CASINO CORPORATION
By: ________________________________________
Title: _____________________________________
PARTICIPANT:
_____________________________________________
-6-
<PAGE>
EXHIBIT 5.1
August 29, 1996
Hollywood Casino Corporation
13455 Noel Road, Suite 2200
Dallas, Texas 75240
Re: Hollywood Casino Corporation
Gentlemen:
We have acted as special counsel to Hollywood Casino Corporation, a
Delaware corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
relating to the registration of 3,150,000 shares of Class A Common Stock, par
value $.0001 per share (the "Common Stock"), of the Company that may be issued
pursuant to the Hollywood Casino Corporation 1996 Long-Term Incentive Plan and
the Hollywood Casino Corporation 1996 Non-Employee Director Stock Plan
(collectively, the "Plans"). The law covered by the opinions expressed herein
is limited to the Federal law of the United States and the General Corporation
Law of the State of Delaware.
In connection therewith, we have examined (i) the Certificate of
Incorporation and the Bylaws of the Company, each as amended; (ii) minutes and
records of the corporate proceedings of the Company with respect to the adoption
of the Plans and the granting of awards thereunder; (iii) the Plans and the
forms of award agreements pertaining thereto; and (iv) such other documents as
we have deemed necessary for the expression of the opinions contained herein.
In making the foregoing examination, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. Furthermore, we have assumed that the exercise
prices of all stock options that may be granted under the Plans will equal or
exceed the par value per share of the Common Stock. As to questions of fact
material to this opinion,
<PAGE>
Hollywood Casino Corporation
August __, 1996
Page 2
where such facts have not been independently established, and as to the content
and form of the Certificate of Incorporation (as amended), Bylaws (as amended),
minutes, records, resolutions and other documents or writings of the Company, we
have relied, to the extent we deem reasonably appropriate, upon representations
or certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that the 3,150,000
shares of Common Stock covered by the Registration Statement which may be issued
from time to time pursuant to awards duly granted or which may be duly granted
in accordance with the terms of the Plans have been duly authorized for issuance
by the Company, and, when so issued in accordance with the terms and conditions
of the Plans and the related award agreements, will be validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to our firm under the caption, "Item 5. Interests of Named Experts
and Counsel" in the Registration Statement.
Very truly yours,
/s/ HAYNES AND BOONE, L.L.P.
Haynes and Boone, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
To Hollywood Casino Corporation:
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our reports dated February 15, 1996
included in Hollywood Casino Corporation's Form 10-K for the year ended
December 31, 1995 and to all references to our Firm included in this
Registration Statement.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Roseland, New Jersey
August 29, 1996
