This Insurance Agreement involves
Title: PINNACLE ENTERTAINMENT, INC. DIRECTOR HEALTH AND MEDICAL INSURANCE PLAN Effective January 1, 2011
Governing Law: Delaware Date: 5/6/2011
Industry: Casinos and Gaming Sector: Services
PINNACLE ENTERTAINMENT, INC.
DIRECTOR HEALTH AND MEDICAL INSURANCE PLAN
Effective January 1, 2011
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.
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 generally applicable to its employees, as such plans may be amended from time to time.
(m)“ Insurance Plans ” means the health and medical insurance plans of the Company, including the General Health Plan (whether or not under insurance policies) in effect from time to time covering its employees during the Covered Period, including any successor plan; provided, however, that if at any time during the Covered Period, the Company does not have any such plans, it shall secure, at the Company's expense, health and medical insurance coverage for Plan Participants from an insurance carrier rated A or higher providing health and medical coverage in the aggregate no less favorable than that provided as of the date the Plan Participants become entitled to medical and health insurance coverage hereunder.
(n)“ Plan ” means this Director Health and Medical Insurance Plan, as it may be amended from time to time.
(o)“ Plan Participant ” means each Director and each Dependent during his or her Covered Period.