Premier Entertainment Biloxi LLC 2004 Membership Interest Appreciation Rights PlanLLC Membership Agreement |
|
|
You are currently viewing: This LLC Membership Agreement involves
Premier Entertainment Biloxi LLC. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
|
|
|
Exhibit 2.1
Premier Entertainment Biloxi LLC
2004 Membership Interest Appreciation Rights Plan
1.
Purpose of this
Plan.
In order to attract and maintain
the services of certain senior level Employees who are or will be providing services to the
Company, the Company desires to establish the Premier Entertainment Biloxi LLC
2004 Membership Interest Appreciation Rights Plan (this “Plan”) in
which Participants will have the opportunity to receive a cash award based on
the increase in value
of the Company.
2.
Definitions.
The following words and phrases
as used herein have the following meanings, unless a different meaning is plainly
required by the context:
(a)
“Board”
or “Board of Managers” means the individuals serving on the
Board of Managers of
the Company pursuant to the Operating Agreement.
(b)
“Change in
Control” For purposes of this Plan, a “Change in Control”
of the Company is
deemed to have occurred as of the first day that any one or more of the
following conditions
shall have been satisfied:
(i)
the “Beneficial Ownership” of securities representing more than
fifty percent (50%)
of the combined voting power of the Company is acquired by any “person”
as defined in Section 13(d) and 14(d) of the Exchange Act (other than the
equity holders of the Company
on the date hereof, the Company, any trustee or other fiduciary holding
securities under an employee benefit plan of the Company, or any corporation
owned, directly or indirectly,
by the members of the Company in substantially the same proportions as their ownership of stock of the
Company);
(ii)
the Company sells or otherwise disposes of all or substantially all of its assets, or adopts a plan of
liquidation; or
(iii)
during any period of three consecutive years, individuals who at the beginning of such period were
members of the Board cease for any reason to constitute at least a majority
thereof (unless the election, or the nomination for election by the
Company’s members, of each new manager was approved by a vote of at least a majority of
the managers then still in office who were managers at the beginning of such period or whose
election or nomination was previously so approved).
(c)
“Committee”
means a committee appointed by the Board in accordance with Section 3 of this
Plan.
(d)
“Company” means Premier
Entertainment Biloxi LLC, a Delaware limited liability company.
(e)
“Employee” means any person,
including managers and officers, employed by the Company.
(f)
“Fair Market Value Per Membership Unit” means, as of any date,
the value of a Membership Unit of the Company determined by a majority of the
Board of Managers in good faith in its sole and absolute discretion, with reference to the
Company’s Class C membership interests. It is the intent of the Company
that the Fair Market Value Per Membership Unit mirrors the fair market value of
the Company’s Class C membership interests.
(g)
“Good Reason” means without the
Participant’s written consent:
(i) a reduction by the Company in the Participant’s annual base salary as in effect on the date hereof;
(ii)
if the Participant performed his principal duties at the Company’s executive offices immediately
before the Change in Control, the relocation of the Company’s principal executive offices to a
location outside of the metropolitan area of the executive offices (which consists of all counties
which are contiguous to the executive offices), or if the Participant performed his
principal duties at a location other than the Company’s executive offices immediately before the
Change in Control, the Company’s requiring the Participant to be based at
any place more than sixty (60) miles distance from the location which the
Participant performed
his principal duties prior to a Change in Control, except for required travel
on the Company’s
business to an extent substantially consistent with the Participant’s
business travel obligations
at the time of a Change in Control; or
(iii)
the failure by the Company to continue to provide the Participant with benefits substantially similar
to, or of substantially the same aggregate value to the Participant, as those enjoyed by other
similarly-situated individuals employed by the Company, as the case may be, from time to time after a
Change in Control.
(h) “Grant Date” means the date the Board grants Membership Interest Appreciation Rights to a Participant.
(i)
“Membership Interest Appreciation Right” means a single unit
of value granted under
this Plan.
(j)
“Operating Agreement” means the Company’s Limited
Liability Company Operating
Agreement effective as of January 23, 2004, as amended and restated from time
to time.
(k) “Participant” means a senior level Employee of the Company to whom Membership Interest Appreciation Rights are granted.
(1) “Payment Event” means:
2
(i)
A recapitalization event resulting in the repayment of the Class A Preferred Membership Interests of
the Company by which such membership interests are redeemed, exchanged, or
refinanced and all amounts due thereunder (including all interest and equity amounts) are paid in full
(“Type A Payment Event”); or
(ii) Within thirty (30) days after the date of a Change in Control event (“Type B Payment Event”).
(m)
“Vested Membership Interest Appreciation Rights” means
Membership Interest Appreciation
Rights that are vested pursuant to Section 5 hereof.
(n)
“Termination With Cause,” with respect to a Participant,
means the termination by
the Company of such Participant’s employment or engagement for (i)
misappropriation of funds, (ii) conviction of a felony or crime, (iii) failure
to comply with the lawful directions of the superiors of the Participant or the
Board of Managers, (iv) gross negligence or willful misconduct in connection with
Participant’s performance of services for the Company, or (v) any other reason or determination of
the Board of Managers of the Company.
3.
Administration.
This Plan shall be a
