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EXHIBIT 10.47
TRANS WORLD GAMING CORP.
1999 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
The following constitute the provisions of the 1999 Non-Employee
Director Stock Option Plan of Trans World Gaming Corp.
1. PURPOSE
The purpose of the Plan is to provide an investment opportunity to
the Company's Non-employee Directors by granting them Options to purchase
shares of Common Stock as compensation for their service on the Board.
2. DEFINITIONS
As used in this Plan, the following words and phrases shall have the
meanings indicated:
"BOARD" shall mean the Company's Board of Directors.
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"COMMITTEE" shall mean the Compensation Committee appointed by the
Board, consisting of not less than two Non-Employee Directors.
"COMMON STOCK" shall mean the shares of common stock, $.001 par value
per share, of the Company.
"COMPANY" shall mean Trans World Gaming Corp. and its Subsidiaries.
"EXCHANGE ACT" shall mean the Securities Exchange Act of 1934, as
amended.
"FAIR MARKET VALUE" shall mean the closing price of a share of the
Common Stock as of a specified date as reported on the principal
securities exchange on which such shares of Common Stock are traded on
the day immediately preceding the date as of which the Fair Market
Value is being determined, or on the next preceding date on which such
shares of Common Stock are traded if no shares of Common Stock were
traded on such immediately preceding day, or if the shares of Common
Stock are not traded on a securities exchange, the Fair Market Value
shall be deemed to be the average of the high bid and low asked prices
of the shares of Common Stock in the over-the-counter market on the
day immediately preceding the date as of which the Fair Market Value
is being determined or on the next preceding date on which such high
bid and low asked prices were recorded. If the shares of Common Stock
are not publicly traded, the Fair Market Value shall be determined by
the Committee or the Board. In no case shall the Fair Market Value be
less then the par value of a share of Common Stock.
"FORM S-8 REGISTRATION STATEMENT" shall mean a registration statement
filed on Form S-8 with and declared effective by the Securities and
Exchange Commission under the Securities Act covering the offer and
sale of the Options and the underlying Common Stock.
"NON-EMPLOYEE DIRECTOR" shall mean any member of the Company's Board
who is a "Non-Employee Director" as such term is defined under Rule
16b-3(b)(3)(i) promulgated under the Exchange Act.
"OPTION" shall mean any option issued pursuant to this Plan.
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"OPTIONEE" shall mean any person to whom an Option is granted under
this Plan.
"PARENT" shall mean any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time
of granting an Option or the sale of any Common Stock, each of the
corporations other than the Company owns stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
"PLAN" shall mean this 1999 Non-employee Director Stock Option Plan.
"REORGANIZATION" shall mean any merger, reorganization, consolidation
or sale of all or substantially all of the Company's assets.
"REGISTERED" shall mean a Form S-8 Registration Statement shall be in
effect covering the purchase of the Options or the underlying shares.
"SECURITIES ACT" shall mean the Securities Act of 1933, as amended.
"STOCK OPTION AGREEMENT" shall mean the agreement evidencing the
Options granted to Optionees pursuant to the Plan containing the terms
and conditions specified in Section 7 below.
"SUBSIDIARY" shall mean any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if, at the
time of granting an Option, each of the corporations, other than the
last corporation in the unbroken chain owns stock possessing fifty
percent (50%) or more of the total combined voting power of all
classes of stock in one of the other corporations in such chain.
3. GENERAL ADMINISTRATION
The Plan shall be administered by the Committee. The Committee shall
have the authority in its discretion to administer the Plan and to interpret
the Plan and to prescribe, amend and rescind rules and regulations relating to
the operation of the Plan and to make all other determinations deemed
necessary or advisable for the administration of the Plan; provided, however,
that the Committee may not alter, amend or modify the express provisions of
the Plan. The Board shall fill all vacancies, however caused, in the
Committee. The Board may from time to time appoint additional members to the
Committee, and may at any time remove one or more Committee members and
substitute others. No member of the Board or the Committee shall be liable for
any action taken or determination made in good faith with respect to the Plan
or any action taken thereunder.
4. TERM OF PLAN
The Plan became effective upon its adoption by the Company's Board on
September 21, 1999, subject to stockholder approval, and shall continue in
effect for a term of ten (10) years unless sooner terminated under Section 10
hereof. Any Options outstanding under the Plan on such date shall continue to
be exercisable pursuant to their terms, except as provided by Section 7 hereof.
5. ELIGIBILITY
Options may be granted to any Non-employee Director of the Company as
compensation for service on the Board.
6. STOCK SUBJECT TO THE PLAN
An aggregate of 250,000 shares of Common Stock shall be reserved for
issuance pursuant to Options issued pursuant to the Plan. If any outstanding
Option under the Plan for any reason expires or is
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terminated without having been exercised in full, the shares of Common Stock
allocable to the unexercised portion of such Option shall (unless the Plan
shall have been terminated) become available for subsequent issuance of
Options under the Plan.
7. TERMS AND CONDITIONS OF OPTIONS
All Options issued pursuant to the Plan shall be non-statutory
options not entitled to special tax treatment under Section 422 of the code
and evidenced by a Stock Option Agreement containing the terms and conditions
specified in this Section 7.
GRANT OF OPTIONS. Each Non-Employee Director shall be granted an
Option to purchase 2,000 shares of Common Stock on the first business
day following the end of each fiscal quarter during which service on
the Board is rendered commencing with the year 2000.
OPTION EXERCISE PRICE. The exercise price of each Option (the "Option
Exercise Price") shall equal the Fair Market Value of the Common Stock
on the day immediately preceding the date of grant of each Option. The
Option Exercise Price shall be subject to adjustment as provided in
this Section 7.
TERM AND EXERCISE OF OPTIONS. Options shall be exercisable in whole or
in part at any time over the exercise period, but in no event shall
such period exceed ten years from the date of the grant of each such
Option. The exercise period shall be subject to earlier termination as
provided in this Section 7. An Option may be exercised by giving prior
written notice of such exercise to the Company and by paying the
Option Exercise Price to the Company either by delivering on the date
of exercise (i) a check in the amount of the Option Exercise Price,
(ii) Common Stock having a Fair Market Value on the day immediately
preceding the date of exercise equal to or less than the Option
Exercise Price, or (iii) a combination thereof. If the Optionee
tenders shares of Common Stock having a Fair Market Value which
exceeds the Option Exercise Price, the Company shall return to the
Optionee any and all whole shares of Common Stock which exceed the
Option Exercise Price and the Company shall pay the Optionee any
additional amount which exceeds the Option Exercise Price in cash in
lieu of issuing the Optionee a fractional share for such amount.
VESTING AND RESTRICTIONS ON TRANSFERABILITY. Options issued under the
Plan shall vest immediately upon grant and shall not be transferable
other than by will or by the laws of descent and distribution or
pursuant to a qualified domestic relations order as defined by the
Code or Title I of the Employee Retirement Income Security Act
("ERISA") or the rules thereunder.
DEATH OR DISABILITY OF OPTIONEE. If an Optionee shall die or become
disabled, all Options theretofore issued to such Optionee may, unless
earlier terminated in accordance with their terms, be exercised at any
time during the term of the Option by the personal representative of
the Optionee or by the person who acquired the right to exercise such
Option by bequest or inheritance or otherwise by reason of the death
or disability of the Optionee.
TERMINATION OF DUTIES FOR ANY OTHER REASON. In the event an Outside
Director's membership on the Board ceases for any reason other than
one described in Section 7(E) hereof, any Options then held by such
Outside Director shall be terminated within twelve (12) months
following his cessation of Board membership.
SERVICES AS AN EMPLOYEE. If an Outside Director becomes an employee of
the Company or any of its subsidiaries, the Outside Director shall be
treated as continuing in service for purposes of this Outside Director
Plan, but shall not be eligible to receive future grants while an
employee. If the Outside Director's services as an employee terminate
without his again becoming an Outside Director, the provisions of
Section 7(F) shall apply as though such termination of employment were
the termination of the Outside Director's membership on the Board.
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RECLASSIFICATION; RECAPITALIZATION; AND REORGANIZATIONS.
(1) DIVIDENDS AND STOCK SPLITS. If there is any change in the number
of shares of Common Stock through the declaration of stock dividends,
recapitalization resulting in stock splits, or combinations or
exchanges of such shares, then the number of shares of Common Stock
available for Options, the number of such shares covered by
outstanding Options and the Option Exercise Price shall be
proportionately adjusted to reflect any increase or decrease in the
number of issued shares of Common Stock; provided, however, that any
fractional shares resulting from such adjustment shall be eliminated.
(2) SPIN-OFFS AND LIQUIDATIONS. In the event of the proposed
dissolution or liquidation of the Company, or in the event of any
corporate separation or division, including, but not limited to, a
split-up, a split-off or spin-off, each Option granted under the Plan
shall terminate as of a date to be fixed by the Board, provided,
however, that no less than thirty (30) days' written notice of the
date so fixed shall be given to each Optionee, who shall have the
right during the period of thirty (30) days preceding such
termination, to exercise the Options as to all or any part of the
shares of Common Stock covered thereby.
(3) REORGANIZATIONS. If, while unexercised Options remain outstanding
under the Plan, the Company executes a definitive Reorganization
agreement, the Committee may provide that each Option granted under
the Plan shall (i) terminate as of a date to be fixed by the Board,
provided, however, that no less than thirty (30) days' written notice
of the date so fixed shall be given to each Optionee, who shall have
the right, during the period of thirty (30) days preceding such
termination, to exercise the Options as to all or any part of the
shares of Common Stock covered thereby or (ii) remain outstanding and
be adjusted so that on exercise the Optionee shall receive the
securities, cash or property that would have been issued with respect
to the shares of Common Stock had the Option been exercised
immediately prior to the Reorganization. The Committee may also, in
its discretion, permit the cancellation of outstanding Options in
exchange for a cash payment to the Optionee equal to the difference
between the exercise price of the Option and the value of the
consideration that would have been paid had the Option been exercised
immediately prior to the Reorganization.
(4) EXEMPTIONS. This Section 7(H) shall not apply to a Reorganization
in which the Company is the surviving corporation and shares of Common
Stock are not converted into or exchanged for stock, securities of any
other corporation, cash or any other thing of value. Notwithstanding
the preceding sentence, in case of any Reorganization in which the
Company is the continuing corporation and in which there is a
reclassification or change (including a change to the right to receive
cash or property) of the shares of Common Stock (other than a change
in par value, or from par value to no par value, or as a result of a
subdivision or combination, but including any changes in such shares
into two or more classes series of shares), the Committee may provide
that the holder of each Option then exercisable shall have the right
to exercise such Option solely for the kind and amount of shares of
stock and other securities (including those of any new direct or
indirect Parent of the Company), property, cash or any combination
thereof receivable by the holder of the number of shares of Common
Stock for which such Option might have been exercised upon such
Reorganization or reclassification. In the event of a change in the
Common Stock as presently constituted, which is limited to a change
of all of its authorized shares with par value into the same number
of shares with a different par value or without par value, the shares
resulting from any such change shall be deemed to be the Common Stock
within the meaning of the Plan. Except as herein expressly provided,
the Optionee shall have no rights by reason of any subdivision or
consolidation of shares of stock of any class or the payment of any
stock dividend or any other increase or decrease in the number of
shares of stock of any class or by reason of any dissolution,
liquidation, or Reorganization, and any assurance by the Company of
shares of stock of any class, and no adjustment by reason thereof
shall be made with respect to the number of shares of Common Stock
subject to an Option or to the Option Price. The grant of an Option
pursuant to the Plan shall not affect in any way the right or power
of the Company to make
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adjustments, reclassifications, Reorganizations or changes of its
capital or business structure or to merge or to consolidate or to
dissolve, liquidate or sell, or transfer all or any part of its
business or assets.
8. RIGHTS AS A SHAREHOLDER
No Optionee shall have any rights as a shareholder with respect to
any shares until the stock certificate evidencing such shares has been issued
evidencing such shares. No adjustments shall be made for dividends (ordinary
or extraordinary, whether in cash, securities or other property) or
distributions or other rights for which the record date is prior to the date
such stock certificate is issued, except as provided in Section 7(H) hereof.
9. GENERAL RESTRICTIONS
INVESTMENT REPRESENTATIONS. The Company may require an Optionee to
give written assurances in substance and form satisfactory to the
Company to the effect that such person is acquiring the Common Stock
for his or her own account for investment and not with any present
intention of selling or otherwise distributing the same, and to such
other effect as the Company deems necessary or appropriate in order
to comply with applicable federal and applicable state securities
laws.
COMPLIANCE WITH SECURITIES LAWS. Each Option shall be subject to the
requirement that if, at any time, counsel to the Company shall
determine that the listing, registration or qualification of the
shares subject thereto on any securities exchange or any state or
federal law, or the consent or approval of any governmental or
regulatory body, is necessary as a condition of, or in connection
with, the issuance of Options, such Options may not be sold or
exercised, in whole or in part, unless such listing, registration,
qualification, consent or approval shall have been effected or
obtained on conditions acceptable to the Board. The Company plans to
register the shares subject to the Options on a Form S-8 Registration
Statement. However, nothing herein shall be deemed to require the
Company to obtain an effective Form S-8 Registration Statement or to
apply for or to obtain any listing, registration or qualification of
the Options or Common Stock to be issued pursuant thereto.
10. AMENDMENT AND TERMINATION OF THE PLAN
The Board may at any time and from time to time suspend, terminate,
modify or amend the Plan, provided that no suspension, termination,
modification or amendment of the Plan may adversely affect any rights under
the Plan unless the written consent of those affected is obtained.
