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Exhibit
10.2
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 heretofore maintained by the
Corporation, effective as of the time set forth in Section 6
below, as follows:
1. Eligibility . Each
member of the Board of Directors of the Corporation is eligible to
participate in the Plan.
2. Participation
.
a. Time of Election .
Six months prior to the beginning of a calendar year, commencing
with calendar year 1993, 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
payable currently for services rendered as a Director
(“Compensation”) during such calendar year and
succeeding calendar years shall be credited to a deferred
compensation account (the “Director’s Account”).
Any person who shall become a Director during any calendar year,
and who was not a Director of the Corporation prior to 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 and for succeeding calendar years;
provided, however, that such election shall only be implemented six
months after the date such election is filed with the Corporation
pursuant to Section 2(b). Notwithstanding the foregoing, with
respect to calendar year 1992, each eligible Director may elect
within two weeks after the effective date of this Plan (as
described in Paragraph 6, below) to defer the Director’s
Compensation beginning six months after such 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. 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. Such election shall continue until the Director
terminates such election by signed written notice filed with the
Secretary of the Corporation. Any such termination shall become
effective six months after notice is given and only with respect to
Compensation payable thereafter. Amounts credited to the
Director’s Account prior to the effective date of termination
shall not be affected by such termination and shall be distributed
only in accordance with the terms of the Plan.
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 and succeeding
calendar years, subject to 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 shares of 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 paragraph 4 herein shall be converted into a cash
credit by multiplying the number of fractiona
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