Exhibit 10.48
2008 AMENDED AND RESTATED
PINNACLE ENTERTAINMENT, INC.
DIRECTORS DEFERRED COMPENSATION PLAN
Pinnacle Entertainment, Inc., a Delaware
corporation (the “Corporation”), hereby amends and
restates in its entirety the Hollywood Park, Inc. Directors
Deferred Compensation Plan (the “Plan”) heretofore
maintained by the Corporation, effective as of the time set forth
in Section 8 below, as follows:
1. Eligibility . Each member of the
Board of Directors of the Corporation (the “Board”) is
eligible to participate in the Plan.
2. Participation .
(a) Time of Election . Before the
beginning of a calendar year, each eligible Director may elect to
participate in the Plan by directing that all or any part of the
compensation (including fees payable for services as chairman or a
member of a committee of the Board) which otherwise would have been
earned currently for services rendered as a Director
(“Compensation”) during such calendar year shall be
credited to a deferred compensation account (the
“Director’s Account”); provided, however, that
the Director may elect to defer only Compensation earned from and
after the first day of the calendar year or after a specified date
that is later than the first day of the calendar year. Any person
who shall become a Director during any calendar year, and who was
not a Director of the Corporation before the beginning of such
calendar year, may elect, within 30 days after the
Director’s term begins, to defer payment of all or any part
of the Director’s Compensation earned during the remainder of
such calendar year from and after the date of such election, or, if
the election so provides, earned after a specified date that is
later than the date of the election.
(b) Form and Duration of Election .
An election to participate in the Plan shall be made by written
notice signed by the Director and filed with the Secretary of the
Corporation only at the times specified in Section 2(a). Such
election shall specify the amount of the Director’s
Compensation to be deferred and specify an allocation of the
deferred Compensation between cash and “Shares” as
herein provided. For purposes of this Plan, “Shares”
shall mean shares of the common stock of the Corporation. Any such
election shall be irrevocable once made with respect to the
calendar year for which it is made; amounts credited to the
Director’s Account with respect to such calendar year shall
be credited and distributed in accordance with such election and
with the terms of the Plan notwithstanding any later change,
termination or renewal of an election with respect to later
calendar years. An election made with respect to a calendar year
shall continue in effect for later calendar years unless and until
the Director changes or terminates the election by signed written
notice filed with the Secretary of the Corporation. Any such change
or termination shall become effective with respect to Compensation
earned from and after the first day of the calendar year following
the calendar year in which such notice is given, or, at the
election of the Director as set forth in such notice, effective
only with respect to Compensation earned after a specified date
that is later than the first day of the calendar year following the
calendar year in which such notice is given.
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(c) Renewal . A Director who has
terminated his election to participate may thereafter file another
election to participate for the calendar year subsequent to the
filing of such election in accordance with the requirements of
Section 2(a) hereof.
3. The Director’s Account .
All compensation which a Director has elected to defer under the
Plan shall be credited, at the Director’s election, to the
Director’s Account as follows:
(a) As of the date the Director’s
Compensation would otherwise be payable, the Director’s
Account will be credited with an amount of cash equal to the amount
of such Compensation which the Director elected to defer and to be
allocated to cash.
(b) As of the date the Director’s
Compensation would otherwise be payable, there shall be credited to
the Director’s Account the number of full and fractional
Shares obtained by dividing the amount of such Compensation which
the Director elected to defer and to be allocated to Shares by the
average of the closing price of a Share on the principal stock
exchange on which such Shares are then listed, or, if they are not
then listed on a stock exchange, the average of the closing price
of a Share on the NASDAQ National Market System, on the last ten
business days of the calendar quarter or month, as the case may be,
for which such Compensation is payable.
(c) At the end of each calendar quarter
there shall be credited to the Director’s Account the number
of full and/or fractional Shares obtained by dividing the dividends
which would have been paid on the Shares credited to the
Director’s Account as of the dividend record date, if any,
occurring during such calendar quarter if such Shares had been
issued and outstanding Shares on such date, by the closing price of
a Share on the principal stock exchange on which such Shares are
then listed, or, if Shares are not then listed on a stock exchange,
the closing price of a Share on the NASDAQ National Market System,
on the date such dividend(s) is paid. In the case of stock
dividends, there shall be credited to the Director’s Account
the number of full and/or fractional shares of Shares which would
have been issued with respect to the Shares credited to the
Director’s Account as of the dividend record date if such
Shares had been shares of issued and outstanding Shares on such
date.
(d) No fractional share interests credited
to a Director’s Account shall be distributed pursuant to
Section 4 hereof. Instead, any fractional Shares remaining at
the time the final distribution is made pursuant to Section 4
herein shall be converted into a cash credit by multiplying the
number of fractional shares by the average of the closing price of
a Share on the principal stock exchange on which Shares are then
listed, or, if they are not then listed on any stock exchange, the
average of the closing price of a Share on the NASDAQ National
Market System, on the last ten business days prior to the date of
the final distribution from the Director’s
Account.
(e) Cash amounts credited to the
Director’s Account pursuant to subparagraph (a) above
shall accrue interest commencing from the date the cash amounts are
credited to the Director’s Account at a rate per annum to be
determined from time to time by the Board. Amounts credited to the
Director’s Account shall continue to accrue interest until
distributed in accordance with the Plan.
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