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EXHIBIT 10.30
ANCHOR GAMING
DIRECTOR STOCK OPTION AGREEMENT
THIS AGREEMENT (this "AGREEMENT"), effective as of September 24, 2000 is
made and entered into by and between Anchor Gaming, a Nevada Company (the
"COMPANY"), and (the "OPTIONEE").
RECITALS:
A. This Agreement is entered into in conjunction with and subject to the
Anchor Gaming 2000 Stock Incentive Plan (the "2000 PLAN") and the Anchor Gaming
1995 Stock Option Plan (as amended, the "1995 PLAN").
B. The entire Board of Directors has approved the grant of the Option under
this Agreement to the Optionee.
C. The 2000 Plan is subject to the approval of the stockholders of the
Company and the next annual meeting of Stockholders.
D. All Options granted under this Agreement that vest on the consummation of
the Fulton Transactions (as defined in ATTACHMENT A) are granted under and will
be subject to the terms of the 1995 Plan.
NOW, THEREFORE, in consideration of the premises and mutual covenants and
promises set forth in this Agreement, and other good and valuable consideration
the receipt and sufficiency of which are mutually acknowledged, the parties
agree as follows:
1. GRANT OF OPTION. The Company hereby grants to the Optionee, upon the
terms and subject to the conditions, limitations, and restrictions set forth in
this Agreement, an option (the "OPTION") to acquire 25,000 shares of Common
Stock, par value $.01 per share of the Company (the "COMMON STOCK"), at an
exercise price per share of $71.875 (the "EXERCISE PRICE"). The Optionee hereby
confirms his acceptance of the Option from the Company.
2. EXERCISE.
(a) The Option will vest in accordance with ATTACHMENT A.
Notwithstanding any other provision of the Agreement, in the event of a
Change of Control (as defined below), the Options of the Optionee under this
Agreement will become immediately exerciseable and constitute an Exercisable
Portion. Such Options will remain fully exercisable for one year from the
date of the Change of Control. As used in this Agreement, "CHANGE OF
CONTROL" means the occurrence of any of the following events, as a result of
one transaction or a series of transactions: (i) any "person" (as that term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended, (the "EXCHANGE ACT"), but excluding the Company, its affiliates,
and any qualified or non-qualified plan maintained by the Company or its
affiliates) becomes the "beneficial owner" (as defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of securities
of the Company representing more than 50% of the combined voting power of
the Company's then outstanding securities; (ii) individuals who constitute a
majority of the Board of Directors of the Company immediately prior to a
contested election for positions on the Board cease to constitute a majority
as a result of such contested election; (iii) the Company is combined (by
merger, share exchange, consolidation, or otherwise) with another entity and
as a result of such combination, less than 50% of the outstanding securities
of the surviving or resulting entity are owned in the aggregate by the
former shareholders of the Company; (iv) the Company sells, leases, or
otherwise transfers all or a majority of all of its properties, assets, or
income or revenue generating capacity to another person or entity; (v) a
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dissolution or liquidation of the Company or; (vi) any other transaction or
series of transactions is consummated that results in a required disclosure
under Item 1 of Form 8-K or successor form.
In order to exercise the Option with respect to any Exercisable Portion, the
Optionee will provide written notice (the "EXERCISE NOTICE") to the Company at
its principal executive office stating the number of shares in respect of which
the Option is being exercised. The Exercise Notice must be signed by the
Optionee and must include his complete address and social security number. If
the person exercising the Option is a transferee of the Optionee by will or
under the laws of descent and distribution, the Exercise Notice must be
accompanied by appropriate proof of the right of such transferee to exercise
this Option. At the time of exercise, the Optionee will pay to the Company the
exercise price per share set forth in SECTION 1 times the number of shares as to
which the Option is being exercised. Subject to the terms of the 1995 Plan and
the 2000 Plan, as applicable, the Optionee will make such payment (i) by
certified check; (ii) by the delivery of shares of Common Stock having a Fair
Market Value (defined below) on the date immediately preceding the exercise date
equal to the aggregate exercise price; or (iii) cancellation of the Option with
respect to a number of shares of Common Stock having an aggregate Fair Market
Value on the date immediately preceding the date of exercise that exceeds the
aggregate Exercise Price by the amount of the Exercise Price due with respect to
such Exercise Notice. If the Option is exercised in full, the Optionee will
surrender this Agreement to the Company at the Company's option for
cancellation. If the Option is exercised in part, the Optionee will surrender
this Agreement to the Company, at the Company's option, so that the Company may
make appropriate notation on this Agreement or cancel this Agreement and issue a
new agreement representing the unexercised portion of the Option. The Option may
not be exercised for less than 100 shares at a time or the remaining shares
purchasable under the Option, if less than 100 shares. "FAIR MARKET VALUE" means
(i) the last reported sale price, regular way, of the Common Stock on the Nasdaq
National Market or other market or exchange on which the Common Stock is traded;
or (ii) if there is no reported price information for the Common Stock, the Fair
Market Value as determined in good faith by the Board of Directors.
(b) If the shares to be purchased are covered by an effective
registration statement under the Securities Act of 1933, as amended (the
"ACT"), the Option may be exercised by a broker-dealer acting on behalf of
the Optionee if (i) the broker-dealer has received from the Optionee or the
Company a fully and duly endorsed agreement evidencing such option, together
with instructions signed by the Optionee requesting the Company to deliver
the shares of Common Stock subject to such option to the broker-dealer on
behalf of the Optionee and specifying the account into which such shares
should be deposited, (ii) adequate provision has been made with respect to
the payment of any withholding taxes due upon such exercise, and (iii) the
broker-dealer and the Optionee have otherwise complied with
Section 220.3(e)(4) of Regulation T, 12 CFR Part 220, or any successor
provision.
(c) The Option will be exercisable during the lifetime of the Optionee
only by the Optionee. To the extent exercisable after the Optionee's death,
the Option will be exercised only by the Optionee's representatives,
executors, successors, or beneficiaries.
3. EXPIRATION OF OPTION. The Option will expire, and will not be
exercisable with respect to any Exercisable Portion as to which the Option has
not been exercised, on the first to occur of: (a) the eleventh anniversary of
the Award Date; or (b) one year after the effective date of any Change of
Control.
4. TAX WITHHOLDING. Any provision of this Agreement to the contrary
notwithstanding, the Company may take such steps as it deems necessary or
desirable for the withholding of any taxes that it is required by law or
regulation of any governmental authority, federal, state, or local, domestic or
foreign, to withhold in connection with any of the shares of Common Stock
subject to this Agreement, including requiring the Optionee to pay to the
Company the amount of such withholding tax before the Company issued any shares
pursuant to the exercise of the Option.
5. DILUTION. If the number of shares of Common Stock outstanding is
changed by reason of a stock dividend, stock split, recapitalization, or
combination of shares, the number of shares of Common Stock
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then issuable upon exercise of the Option and the exercise price per share will
be appropriately adjusted. In the event of any merger, consolidation,
reorganization, recapitalization of the Company or similar transaction pursuant
to which holders of the Common Stock receive other securities or property (a
"REORGANIZATION TRANSACTION"), then upon any subsequent exercise of the Option,
the Optionee will be entitled to receive, for each share of Common Stock
issuable upon exercise of the Option prior to such Reorganization Transaction,
the number and kind of securities and other property received in respect of one
share of Common Stock as a result of such Reorganization Transaction.
6. TRANSFER OF OPTION. The Optionee will not, directly or indirectly,
sell, transfer, pledge, encumber, or hypothecate ("TRANSFER") any of the Option
or the rights and privileges pertaining thereto except for the Exercisable
Portion. In addition, the Optionee will not, directly or indirectly, transfer
any portion of the Option or any shares of Common Stock acquired upon exercise
of the Option other than (a) with the prior written consent of the Company,
(b) by will or the laws of descent and distribution, (c) with respect to shares
of Common Stock acquired upon exercise of the Option, pursuant to an effective
registration statement filed under the Act, or (d) with respect to shares of
Common Stock acquired upon exercise of the Option, pursuant to an exemption from
the registration requirements of the Act. Any permitted transferee to whom the
Optionee transfers the Option pursuant to (a) or (b) above will agree to be
bound by this Agreement. Neither the Option nor the underlying shares of Common
Stock is liable for or subject to, in whole or in part, the debts, contracts,
liabilities or torts of the Optionee, nor will they be subject to garnishment,
attachment, execution, levy, or other legal or equitable process.
7. CERTAIN LEGAL RESTRICTIONS. The Company will not be obligated to sell
or issue any shares of Common Stock upon the exercise of the Option or otherwise
unless the issuance and delivery of such shares complies with all relevant
provisions of law and other legal requirements including, without limitation,
any applicable federal or state securities laws and the requirements of any
stock exchange upon which shares of the Common Stock may then be listed. As a
condition to the exercise of the Option or the sale by the Company of any
additional shares of Common Stock to the Optionee, the Company may require the
Optionee to make such representations and warranties as may be necessary to
assure the availability of an exemption from the registration requirements of
applicable gaming regulations or federal or state securities laws. The Company
will not be liable for refusing to sell or issue any shares if the Company
cannot obtain authority from the appropriate regulatory bodies deemed by the
Company to be necessary to lawfully sell or issue such shares. The Company
agrees to use its best efforts to cause a registration statement covering
resales of the Common Stock issued on exercise of the Option to be filed with
the Securities and Exchange Commission and to be effective, and to list such
shares on the Nasdaq National Market or other exchange on which the Common Stock
is then traded. The shares of Common Stock issued upon the exercise of the
Option may not be transferred except in accordance with applicable federal or
state securities laws. At the Company's option, the certificate evidencing
shares of Common Stock issued to the Optionee will bear appropriate legends
restricting transfer under gaming and other applicable law.
Any Common Stock issued pursuant to the exercise of Options granted pursuant
to this Agreement during the Optionee's service as an director or executive
officer of the Company under Rule 16b-3 will not be transferred until at least
six months have elapsed from the date of grant of such Option to the date of a
disposition of the Common Stock underlying such Option.
8. MISCELLANEOUS.
(a) The granting of the Option will impose no obligation upon the
Optionee to exercise the Option or any part thereof.
(b) Neither the Optionee nor any person claiming under or through the
Optionee will be or will have any of the rights or privileges of a
stockholder of the Company in respect of any of the shares issuable upon the
exercise of the Option unless and until certificates representing such
shares have been issued and delivered to the Optionee or such Optionee's
agent.
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(c) Any notice to be given to the Company under the terms of this
Agreement or any deliver of the Option to the Company will be addressed to
the Company at its principal executive offices, and any notice to be given
to the Optionee will be addressed to the Optionee at the address set forth
beneath his signature on this Agreement, or at such other address for a
party as such party may hereafter designate in writing to the other. Any
such notice will be deemed to have been duly given if mailed, postage
prepaid, addressed as aforesaid. Subject to the limitations in this
Agreement on the transferability by the Optionee of the Option and any
shares of Common Stock, this Agreement will be binding upon and inure to the
benefit of the representatives, executors, successors or beneficiaries of
the parties hereto.
(d) THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT
SHALL BE GOVERNED BY THE LAW: OF THE STATE OF NEVADA AND THE UNITED STATES,
AS APPLICABLE, WITHOUT REFERENCE TO THE CONFLICT OF LAWS PROVISIONS THEREOF.
(e) If court of competent jurisdiction (in a final determination) or the
Board of Directors, by a majority vote of disinterested directors that are
Continuing Directors (as defined below) after receipt of a written opinion
of independent counsel selected by the Optionee and the Company, determines
that any provision of this Agreement (i) is illegal, unenforceable, or void,
in whole or in part or (ii) would result in liability for monetary damages
for the Company or any of its directors, then the parties will be relieved
of all obligations arising under such provision, but only to the extent that
it is illegal, unenforceable, or void or would result in such damages, and
this Agreement shall be deemed amended by modifying such provision to the
extent necessary to make it legal and enforceable and to eliminate such
liability while preserving its intent or, if that is not possible, by
substituting therefor another provision that is legal and enforceable and
achieves the same objectives. For the purposes of this Agreement, the term
"Continuing Directors" has the meaning given to it Rights Agreement dated as
of October 17, 1997 between the Company and The Chase Manhattan Bank, as the
Rights Agent, as then in effect.
(f) All section titles and captions in this Agreement are for
convenience only, will not be deemed part of this Agreement, and in no way
will define, limit, extend, or describe the scope or intent of any
provisions of this Agreement.
(g) The parties will execute all documents, provide all information, and
take or refrain from taking all actions as may be necessary or appropriate
to achieve the purposes of this Agreement
(h) This Agreement constitutes the entire agreement between the parties
to this Agreement pertaining to the subject matter of this Agreement and
supersedes all prior agreements and understandings pertaining to such
subject matter.
(i) No failure by any party to insist upon the strict performance of any
covenant, duty, agreement, or condition of this Agreement or to exercise any
right or remedy consequent upon a breach thereof will constitute waiver of
any such breach or any other covenant, duty, agreement, or condition.
(j) This Agreement may be executed in counterparts, all of which
together will constitute one agreement binding on all the parties to this
Agreement, notwithstanding that all such parties are not signatories to the
original or the same counterpart.
(k) No supplement, modification, or amendment of this Agreement or
waiver of any provision of this Agreement will be binding unless executed in
writing by all parties to this Agreement. No waiver of any of the provisions
of this Agreement will be deemed or will constitute a waiver of any other
provision of this Agreement (regardless of whether similar), nor will any
such waiver constitute a continuing waiver unless otherwise expressly
provided.
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9. COMPLIANCE WITH PLANS. Participant acknowledges receipt of a copy of
the 2000 Plan and the 1995 Plan and further acknowledges that this Agreement is
entered into, and the Option is granted, pursuant to the applicable Plan. If the
provisions of such Plans are INCONSISTENT with the provisions of this Agreement,
the provisions of such Plans supersede the provisions of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
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COMPANY:
ANCHOR GAMING
By: /s/ T.J. MATTHEWS
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T.J. Matthews
CHIEF EXECUTIVE OFFICER
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STOCK OPTION AGREEMENT
VESTING
Twenty percent (20%) of the number of Options granted under this Agreement
will vest upon the closing of the transactions contemplated by the Stock
Purchase Agreement dated September 24, 2000 between Anchor Gaming and the Fulton
Parties named therein. Thereafter, beginning on March 31, 2001, 5% of the number
of Options granted under this Agreement will vest, and 5% will vest on each
subsequent June 30, September 30, December 31 and March 31 until all Options
have vested.
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