Exhibit
10.45
ILX
RESORTS INCORPORATED
AMENDED
AND RESTATED DIVIDEND REINVESTMENT PLAN
1.
PURPOSE. The purpose of the ILX Resorts
Incorporated Amended and Restated Dividend Reinvestment Plan (the
"Plan") is to provide eligible persons with a simple,
cost-effective, and convenient method of investing cash dividends
paid on shares of ILX Resorts Incorporated no par value common
stock (the "Common Stock") in additional shares of Common Stock.
ILX Resorts Incorporated is referred to in this Plan as the
"Company."
2.
PLAN ADMINISTRATION. The Company shall appoint
one or more agent(s) (each, an "Agent") to administer the Plan by
(i) keeping the necessary account records, (ii) processing the
necessary information, (iii) sending the necessary statements of
account to "Participants," as defined in SECTION 4, and (iv)
performing such other duties as may be necessary to administer the
Plan. Subject to the terms of any agreement between the Company and
any entity then acting as Agent, the Company reserves the right to
appoint one or more additional or substitute entity(ies) to act as
the Agent to perform, or to assist the Company or any other Agent
in the performance of, the administration of the Plan. The
Company's Board of Directors, acting in good faith, shall interpret
and regulate the Plan as deemed desirable or necessary in
connection with the Plan's operation, and shall adopt such rules
and regulations as it deems necessary or appropriate to facilitate
the administration of the Plan, which rules and regulations may be
adopted without notice to the Participants and shall be binding
upon each Participant. The Board of Directors, in its
discretion, may delegate all or part of its authority to interpret
and regulate the Plan and to adopt rules and regulations to
facilitate the administration of the Plan to one or more officers
of the Company as the Board of Directors may authorize from time to
time.
3.
SHARES SUBJECT TO THE PLAN. On September 21,
2005, the Board of Directors increased the maximum number of shares
of Common Stock issuable under the Plan from 300,000 shares to
800,000 shares. Accordingly, a maximum aggregate of 800,000
shares of Common Stock may be purchased for the accounts of
Participants under the Plan. The Company shall
instruct the Agent to purchase shares for the Plan from the
Company's authorized but unissued shares or shares purchased by the
Agent in privately negotiated transactions.
4.
ELIGIBILITY TO PARTICIPATE. Only "record owners"
and "beneficial owners" of Common Stock may participate in the
Plan. A "record owner" of Common Stock (which means a shareholder
who owns shares of Common Stock in his, her, or its own name) may
participate directly in the Plan. A "beneficial owner" of Common
Stock (which means a shareholder who beneficially owns shares of
Common Stock that are registered in a name other than his, her, or
its own name, for example, in the name of a broker, bank, or other
nominee) may participate in the Plan only if his, her, or its
broker, bank, or other nominee in whose name the shares are held,
and who is therefore the record owner of the shares, elects to
participate in the Plan. If the broker, bank, or other nominee
elects to participate in the Plan, the beneficial owner can
participate indirectly by coordinating with his, her, or its
broker, bank, or other nominee to participate in the Plan on his,
her, or its behalf. If a beneficial owner's broker, bank, or other
nominee does not elect to participate in the Plan, the beneficial
owner can participate only if he, she, or it has his, her, or its
shares transferred (a) to a broker, bank, or other nominee that
does participate in the Plan, or (b) into his, her, or its own
name, thereby becoming a record owner. Those shareholders who have
directly or indirectly submitted an authorization form to elect to
have dividends reinvested and/or to deposit shares for safekeeping
are referred to in this Plan as "Participants."
5.
PARTICIPATION OPTIONS. Each eligible shareholder
of the Company may elect to become a Participant in the Plan under
any one of the following
1
participation
options:
(a)
FULL DIVIDEND REINVESTMENT: The shareholder may have the cash
dividends paid on all of his, her, or its shares of Common Stock
automatically reinvested in shares of Common Stock.
(b)
PARTIAL DIVIDEND REINVESTMENT: The shareholder may have
the cash dividends paid on a portion of his, her, or its shares of
Common Stock automatically reinvested in shares of Common Stock,
while continuing to receive the cash dividends on his, her, or its
remaining shares.
(c)
DIRECT REGISTRATION SERVICES: The
shareholder may deposit his, her, or its Common Stock share
certificates with the Agent for safekeeping in book entry form,
whether or not the shareholder elects to have the cash dividends
paid on those shares automatically reinvested in additional shares
of Common Stock.
6.
PARTICIPATION IN THE PLAN.
6.1
PROCESS TO ENROLL. Record owners may join the Plan by
completing and signing an authorization form and returning it to
the Agent. Beneficial owners who wish to join the Plan must
instruct their bank, broker, or other nominee to arrange
participation in the Plan on the beneficial owner's behalf.
Alternatively, a beneficial owner may request that the number of
shares the beneficial owner wishes to be enrolled in the Plan be
reclassified or reregistered by the bank, broker, or other nominee
in whose name they are held of record into the beneficial owner's
own name, as record owner, to participate directly in the Plan. Any
Participant who returns a properly executed authorization form to
the Agent without specifying the number of shares to be included in
the Plan will be enrolled as having selected the full dividend
reinvestment option described in SECTION 5(a).
6.2
TIMING OF PARTICIPATION. Eligible shareholders may join
the Plan at any time. A Participant may change options under
the Plan at any time by completing and signing a new authorization
form and returning it to the Agent. If the Agent receives a
Participant's authorization form on or before the record date for
the next declared dividend, the Agent will invest the dividends
paid on the Participant's shares in additional shares of Common
Stock pursuant to the authorization form. If the Agent receives a
Participant's authorization form after the record date for a
declared dividend, dividend reinvestment under the Plan will not
commence until payment of the next declared dividend.
7.
DIRECT REGISTRATION SERVICES. At any time, a
shareholder may use the direct registration services ("DRS")
program to deposit any Common Stock certificates in the
Participant's possession with the Agent for safekeeping.
Shareholders that wish to deposit Common Stock certificates under
the DRS program must do so pursuant to the Agent's then-current
policies and procedures for such program. To the extent a
Participant elects to have dividends reinvested on some or all of
the shares deposited under the DRS program, dividends paid on those
shares will be reinvested until the Participant sells, transfers or
withdraws those shares from the Plan, as set forth in SECTIONS 13.1
and 13.2.
8.
COSTS ASSOCIATED WITH THE PLAN. The Company shall
pay the fees associated with (a) reinvestment of dividends paid,
(b) the annual maintenance of all Participants' accounts; (c) the
DRS program; (d) transfer of shares held in the Plan to another
person, other than the sale of shares held in the Plan; and (e)
issuance of Common Stock share certificates in the Participant's
name. Each Participant shall pay (i) fees and commissions incurred
upon the sale of shares of Common Stock held in such Participant's
account under the Plan, (ii) fees, if any, for copies of such
Participant's account statements; and (iii) such other fees that
the Company from time to time may designate to be paid
by
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Participants.
The Company shall have the right to establish service charges
or to change service charges in connection with the Plan, provided
that the Company shall notify Participants of such charges and any
changes that the Company from time to time may
establish.
9.
PURCHASES UNDER THE PLAN.
9.1
SOURCE OF SHARES. Upon the Company's instruction, the Agent
will purchase shares for the Plan from the Company's authorized but
unissued shares or in privately negotiated transactions. If
the Company instructs the Agent to make privately negotiated
purchases, the Participants will have no authority to direct the
time or price at which shares may be purchased or the selection of
the broker or dealer through or from which purchases may be
made.
9.2
DETERMINATION OF NUMBER OF SHARES TO BE PURCHASED. The
Agent shall reinvest dividends paid on all or only a portion of the
shares of Common Stock registered in each Participant's name, in
accordance with such Participant's directions given on the
authorization form, as well as dividends on shares of Common Stock
credited to such Participant's account under the Plan. The Agent
shall apply such dividends to the purchase of shares for the
account of such Participant. The number of shares purchased
for each Participant under the Plan shall be determined based upon
the amount of such Participant's dividend paid (after deducting any
required income tax withholding) on the shares the Participant
designates to participate in the Plan and the price of the shares
of Common Stock the Agent purchases with that dividend. Each
Participant's account shall be credited with that number of shares,
including partial shares, equal to the total amount of such
Participant's reinvested dividend, divided by the purchase price of
the Common Stock, as set forth in SECTION 9.3.
9.3
PURCHASE PRICE. The price of the shares purchased from
the Company under the Plan shall be the average of the high and low
sale prices of the Common Stock on the principal securities
exchange or trading market for the Common Stock on the record date
for each respective dividend declared or, if no trading in the
Common Stock occurs on such date, on the next preceding date on
which trading occurred. The price of shares purchased by the
Agent in privately negotiated transactions shall be the weighted
average purch
