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Exhibit 99.3
STATION CASINOS, INC.
1999 SHARE PLAN
SHARE AWARD AGREEMENT
THIS AGREEMENT is made as of ___________, ____, by and between
Station Casinos, Inc. __________________ ("SCI") and ("Grantee"):
WHEREAS, the Board of Directors of SCI on December ___, 1999,
adopted the Station Casinos, Inc. Share Award Plan (the "Plan") as part of SCI's
Stock Compensation Program (the "Program");
WHEREAS, the Plan which provides for share awards to selected
officers and employees in accordance with the terms, conditions or restrictions
thereunder; and
WHEREAS, pursuant to the Plan, the Program Administrators have
awarded to Grantee a Share award conditioned upon the execution by SCI and
Grantee of a Share Award Agreement setting forth all the terms and conditions
applicable to such award.
NOW, THEREFORE, in consideration of the mutual promise and
covenant contained herein, it is hereby agreed as follows:
1. INCORPORATION BY REFERENCE; RECEIPT OF PLAN DOCUMENT.
This Agreement is subject in all respects to the terms and
provisions of the Plan (including, without limitation, any amendments thereto
adopted at any time and from time to time if such amendments are intended to
apply to this agreement), all of which terms and provisions are made a part of
and incorporated in this agreement as if they were each expressly set forth
herein. Capitalized terms not specifically defined herein shall have the
meanings provided to them under the Program. The Grantee hereby acknowledges
receipt of a copy of the Program and that the Grantee has read the Program
carefully and fully understands its content. In the event of any conflict
between the terms of this Agreement and the terms of the Plan, the terms of the
Plan shall control. The Program Administrators shall interpret and construe the
Plan and this Agreement, and its interpretations and determinations shall be
conclusive and binding on the parties hereto and any other person claiming an
interest hereunder, with respect to any issue arising hereunder or thereunder.
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2. AWARD OF SHARES.
Under the terms of the Program, the Program Administrators
hereby award and transfer to Grantee an award of $______ on ("Grant Date"),
which will be used to purchase shares of Common Stock ("Shares") subject to the
terms, conditions and restrictions set forth in this agreement. The Shares will
be held in a separate account on behalf of the Grantee at Morgan Stanley Dean
Witter ("Service Agent") or any other Service Agent as chosen by SCI.
3. DISPOSITION OF SHARES; TERMINATION OF EMPLOYMENT.
The Grantee may dispose of the shares at any time after the
award by contacting the Service Agent. Upon termination of employment with SCI,
Grantee will no longer be eligible to keep a separate account with the Service
Agent and at such time the Grantee must elect to either sell the Shares held in
their account or take possession of the Shares.
4. ADMINISTRATION.
The Program Administrators shall have full authority and
discretion (subject only to the express provisions of the Program) and to decide
all matters relating to the administration and interpretation of the Program and
this agreement. All such Program Administrator determinations shall be final,
conclusive and binding upon SCI, Grantee and any and all interested parties.
5. RIGHT TO CONTINUED EMPLOYMENT.
Nothing in the Program or this agreement shall confer on a
Grantee any right to continue in the employ of SCI or, except as may otherwise
be limited by a written agreement between SCI and the Grantee, in any way affect
SCI's right to terminate Grantee's employment without prior notice at any time
for any or no reason.
6. NOTICE.
All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or by certified mail, return receipt requested, as follows:
To Employer: Station Casinos, Inc.
2411 West Sahara Avenue
Las Vegas, Nevada 89102
To Grantee:
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7. AMENDMENT OF AGREEMENT.
This Agreement may be amended by the Program Administrators at
any time (i) if the Program Administrators determine, in their sole discretion,
that amendment is necessary or advisable in the light of any addition to or
change in the Internal Revenue Code of 1986, as amended, or in the regulations
issues thereunder, or any federal or state securities law or other law or
regulation, which addition or change occurs after the Grant Date an by its terms
applies to the agreement; (ii) if the amendment is not materially adverse to the
Grantee; or (iii) other than in the circumstances described in clauses (i) and
(ii), with the consent of the Grantee.
8. COUNTERPARTS.
This agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which shall
constitute one and the same document.
9. FURTHER ASSURANCES.
Each party hereto shall do and perform (or shall cause to be
done and performed) all such further acts and shall execute and deliver all such
other agreements, certificates, instruments and documents as the other party
hereto reasonably may request in order to carry out the intent and accomplish
the purposes of this agreement and the Program and the consummation of the
transactions contemplated thereunder.
10. SEVERABILITY.
The invalidity or unenforceability of any provisions of this
agreement in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this agreement in such jurisdiction or the
validity, legality or enforceability of any provision of this agreement in any
other jurisdiction, it being intended that all rights and obligations of the
parties hereunder shall be enforceable to the fullest extent permitted by law.
11. GOVERNING LAW.
The validity, construction, interpretation and effect of this
instrument shall exclusively be governed by and determined in accordance with
the law of the State of Nevada (without reference to the principles of conflict
of laws thereof), except to the extent preempted by federal law, which shall
govern to that extent.
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IN WITNESS WHEREOF, the parties hereto have signed this
agreement as of the date hereof.
STATION CASINOS, INC.
By:
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Name:
Title:
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Grantee
By:
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Name:
Title:
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