Exhibit
10.7
PINNACLE
ENTERTAINMENT, INC.
DIRECTOR
HEALTH AND MEDICAL INSURANCE PLAN
Effective
January 1, 2011
|
|
|
1.
|
Purposes
of the Plan .
The purposes of this Plan are to attract and retain qualified
individuals to serve as members of the Company's Board of Directors
and to provide them and their Dependents with health and medical
insurance coverage as additional incentive for such
service.
|
|
|
|
2.
|
Definitions
.
For the purposes of this Plan, the following terms will have the
following meanings:
|
(a)“
Board ” means the Board of Directors of the
Company.
(b)“
Change of Control ” means
(i)The
acquisition by any individual, entity or group (within the meaning
of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
1934, as amended (the “Exchange Act”)) (a
“Person”) of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (A) the then-outstanding shares of common stock of the
Company (the “Outstanding Company Common Stock”) or (B)
the combined voting power of the then outstanding voting securities
of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting
Securities”); provided, however, that, for purposes of this
clause (i), the following acquisitions shall not constitute a
Change of Control: (i) any acquisition directly from the
Company; (ii) any acquisition by the Company; (iii) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any subsidiary; or
(iv) any acquisition by any corporation pursuant to a
transaction that complies with clauses (b)(iii)(A); (iii)(B) and
(iii)(C);
(ii)Any
time at which individuals who, as of the date hereof, constitute
the Board (the “Incumbent Board”) cease for any reason
to constitute at least a majority of the Board; provided, however,
that any individual becoming a director subsequent to the date
hereof whose election, or nomination for election by the Company's
stockholders, was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the
Board;
(iii)Consummation
of a reorganization, merger, consolidation or a sale or other
disposition of all or substantially all of the assets of the
Company (each, a “Business Combination”), in each case
unless, following such Business Combination, (A) all or
substantially all of the individuals and entities that were the
beneficial owners of the Outstanding Company Common Stock and the
Outstanding Company Voting Securities immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 50% of the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the
case may be, of the entity resulting from such Business Combination
(including, without limitation, a corporation that, as a result of
such transaction, owns the Company or all or substantially all of
the Company's assets either directly or through one or more
subsidiaries) in substantially the same proportions as their
ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock and the Outstanding Company Voting
Securities, as the case may be, (B) no Person (excluding any
corporation resulting from such Business Combination or any
employee benefit plan (or related trust) of the Company or such
corporation resulting from such Business Combination) beneficially
owns, directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of the corporation
resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such
corporation, except to the extent that such ownership existed prior
to the Business Combination, and (C) at least a majority of the
members of the board of directors of the corporation resulting from
such Business Combination were members of the Incumbent Board at
the time of the execution of the initial agreement or of the action
of the Board providing for such Business Combination; or
(iv)Approval
by the stockholders of the Company of a complete liquidation or
dissolution of the Company.
(c)“
COBRA Coverage ” means group health care continuation
coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1985, as amended, and which is codified at Section 4980B of the
Code and Sections 601 through 608 of ERISA or other coverage
provided by the Company under similar terms and
conditions.
(d)“
Code ” means the Internal Revenue Code of 1986, as
amended, and any regulations promulgated thereunder.
(e)“
Company ” means Pinnacle Entertainment, Inc., a
Delaware corporation, and any successor as
provided
in Section 7(a).
(f)“
Covered Period ” means the period during which Plan
benefits will be provided to a Plan Participant, consisting
of-
(i)the
period of a Director's active service on the Board; and
(ii)in
the case of an Existing Director and his or her Dependents, the
specified period following the earlier of the date of Termination
of the Existing Director or the date of a Change in
Control:
(A)as
to the Existing Director-
(1)who
has attained age 70 or older on the date of such event, five
years;
(2)who
has not yet attained age 70 on the date of such event, one year for
every two years that the Director served on the Board, up to a
maximum of five years of Plan coverage;
(B)as
to a Spouse of the Existing Director, the Existing Director's
Covered Period or, in the event of the Existing Director's death,
the period that would have been calculated for the Existing
Director had he or she survived, in either case ending on the last
day of such period, or if earlier, the date on which (1) the
Spouse's divorce from the Existing Director is final, or (2) the
Spouse remarries following the death of the Existing Director;
and
(C)as
to a Dependent Child of the Existing Director, the Existing
Director's Covered Period or, in the event of the Existing
Director's death, the period that would have been calculated for
the Existing Director had he or she survived, in either case ending
on the last day of such period, or if earlier, the date on which
such child no longer qualifies as a Dependent Child.
(g)“
Dependent Child ” or “ Dependent Children
” means a child or children of the Director who has or have
been born prior to or during the time Director is actively serving
as a Director; provided, however, that such child or children shall
cease to be a Dependent Child or Dependent Children on the date on
which they reach their twenty-sixth birthday, or in the case of a
child who is physically or mentally disabled, the date on which
such child is no longer eligible for coverage as a dependent under
the applicable Insurance Plan, if later.
(h)“
Dependent ” means the Spouse and one or more Dependent
Children of a Director.
(i)“
Director ” means a member or former member of the
Board who served on the Board on or after January 1, 2011,
including an Existing Director as well as an individual who becomes
a member of the Board after January 1, 2011.
(j)“
Existing Director ” means a member or former member of
the Board who was actively serving on the Board as of January 1,
2011.
(k)“
Eligible Medical Expenses ” means copayments,
coinsurance and deductibles.
(l)“
General Health Plan ” means the Company's health and
medical insurance plan (whether comprised of one or more component
plans) that is g
