Exhibit 10.22
RESTRICTED STOCK
AGREEMENT
ISLE OF CAPRI CASINOS,
INC.
AMENDED AND RESTATED
2000 LONG-TERM INCENTIVE
PLAN
This AGREEMENT, entered into as of
the Grant Date (as defined in paragraph 1), by and between the
Participant and Isle of Capri Casinos, Inc. (the
“Company”);
WITNESSETH THAT
:
WHEREAS, the Company maintains the
Isle of Capri Casinos, Inc. Amended and Restated 2000
Long-Term Incentive Plan (the “Plan”), which is
incorporated into and forms a part of this Agreement, and the
Participant has been selected by the committee administering the
Plan (the “Committee”) to receive a Restricted Stock
Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and
between the Company and the Participant as follows:
1.
Terms of Award
. The following words and
phrases used in this Agreement shall have the meanings set forth in
this paragraph 1:
(a)
The “Participant” is
.
(b)
The “Grant Date” is
.
(c)
The number of “Covered
Shares” awarded under the Agreement is
shares.
Covered Shares are shares of Stock granted under this Agreement and
are subject to the terms of this Agreement and the Plan.
(d)
The “Restricted Period”
with respect to any Covered Share is the period beginning on the
Grant Date and ending on the date that such Covered Share is fully
vested in accordance with the terms of this Agreement. The
Restricted Period applicable to the Covered Shares is set forth in
paragraph 5 of this Agreement.
(e)
Other words and phrases used in this
Agreement are defined in the Plan or elsewhere in this
Agreement. Except where the context clearly implies or
indicates the contrary, a word, term, or phrase used in the Plan is
similarly used in this Agreement.
2.
Award . The Participant is hereby granted the
number of Covered Shares set forth in paragraph 1.
3.
Dividends and Voting Rights . The Participant shall be
entitled to receive any dividends paid with respect to the Covered
Shares that become payable during the Restricted Period; provided,
however, that no dividends shall be payable to or for the benefit
of the Participant for Covered Shares with respect to record dates
occurring prior to the Grant Date, or with respect to record dates
occurring on or after the date, if any, on which the Participant
has forfeited those Covered Shares. The Participant shall be
entitled to vote the Covered Shares during the Restricted Period to
the same extent as would have been applicable to the
Participant
if the Participant was then vested in the
shares; provided, however, that the Participant shall not be
entitled to vote the shares with respect to record dates for such
voting rights arising prior to the Grant Date, or with respect to
record dates occurring on or after the date, if any, on which the
Participant has forfeited those Covered Shares.
4.
Deposit of Covered
Shares . During the
Restricted Period, each Covered Share granted under this Agreement
shall be registered in the name of the Participant and shall be
deposited with the Company’s transfer agent (either on a
certificated or uncertificated basis as determined by the
Committee). The grant of the Covered Shares is conditioned
upon the Participant endorsing in blank a stock power for the
Covered Shares.
5.
Transfer, Vesting and Forfeiture
of Shares . Subject
to the terms and conditions of this Agreement, if the Date of
Termination does not occur during the Restricted Period with
respect to any Installment of the Covered Shares, then, at the end
of the Restricted Period for such shares, the Participant shall
become vested in those Covered Shares, and shall own the shares
free of all restrictions otherwise imposed by this Agreement, other
than those set forth in paragraph 6 hereof. With respect to
any of the Covered Shares, the period during which such Covered
Shares are not vested (and are therefore subject to forfeiture) is
referred to herein as the “Restricted Period”.
The Restricted Period shall begin on the Grant Date with respect to
all of the Covered Shares and shall end on the third anniversary of
the Grant Date. Upon the vesting of any Covered Share, the
Participant shall own such share free of all restrictions otherwise
imposed by this Agreement, other than the restrictions imposed by
paragraph 6 hereof. Notwithstanding the foregoing provisions
of this paragraph 5, the Participant shall become vested in the
Covered Shares and shall become the owner of the shares free of all
restrictions otherwise imposed by this Agreement, other than the
restrictions of paragraph 6, and the Restricted Period with respect
to all of the Covered Shares shall terminate and expire prior to
the date otherwise indicated above upon the vesting of the Covered
Shares upon (a) a Change in Control that occurs on or before
the Date of Termination, (b) the Date of Termination if such
Date of Termination occurs on account of the Participant’s
death, Disability or Retirement, or, if applicable (c) the
occurrence of any other acceleration event described in a written
employment agreement, if any, between the Participant and the
Company or a subsidiary of the Company. Except as otherwise
provided in this paragraph 5, the Participant shall forfeit any of
the Covered Shares which have not vested as of his Date of
Termination.
6.
Compliance with Applicable Laws;
Limits on Distribution .
(a)
Compliance with Securities
Laws . If the
Participant is subject to Section 16(a) and 16(b) of
the Exchange Act, the Committee may, at any time, add such
conditions and limitations to any of the Covered Shares (or the
shares of Stock after the Restricted Period has lapsed) as the
Committee, in its sole discretion, deems necessary or desirable to
comply with Section 16(a) or 16(b) of the Exchange
Act and the rules and regulations thereunder or to obtain any
exemption therefrom.
(b)
Certificates; Cash in Lieu of
Fractional Shares .
To the extent that the Plan or this Agreement provides for issuance
of certificates to reflect the transfer of Covered Shares, the
transfer of such shares may be effected on a non-certi
