Exhibit 4.01
1994 Directors’ Stock
Option Plan
GAMING PARTNERS INTERNATIONAL
CORPORATION
1994 DIRECTORS’ STOCK
OPTION PLAN
Adopted by the Board of
Directors January 31, 1994
Revised by the Board of
Directors August 24, 1994
Approved by the Stockholders
October 5, 1994
Revised by the Board of
Directors July 29, 1996
Further Revised by the Board
of Directors September 24, 1999
Further Revised by the Board
of Directors September 12, 2002
Approved by the Stockholders
October 29, 2003
Further Revised by the Board
of Directors June 25, 2007
Approved by the Stockholders
August 8, 2007
Further Revised by the Board
of Directors April 1, 2008
Approved by the Stockholders
May 9, 2008
1.
Purpose
The
Gaming Partners International Corporation 1994 Directors’
Stock Option Plan (the “Plan”) is intended to promote
the interests of Gaming Partners International Corporation (the
“Corporation”) and its subsidiaries by offering members
of the Board of Directors of the Corporation who are not employed
as regular salaried officers or employees of the Corporation or any
of its subsidiaries (hereinafter referred to as “Non-Employee
Directors” or “Optionees”) the opportunity to
participate in a stock option plan in order to encourage
Non-Employee Directors to take a long term view of the affairs of
the Corporation; to attract and retain highly qualified
Non-Employee Directors; and to aid in rewarding Non-Employee
Directors for their services to the Corporation.
2.
Administration
The
Plan shall be administered by the Compensation Committee (the
“Committee”), selected by and serving at the pleasure
of the Corporation’s Board of Directors (the
“Board”), or by the Board. The Committee or the
Board shall not have any discretion to determine or vary any
matters which are fixed under the terms of the Plan including,
without limitation, which individuals shall receive option awards,
how many shares of the Corporation’s stock shall be subject
to each such option award, what the exercise price of stock covered
by an option shall be, and what means of payment shall be
acceptable; provided, however, that notwithstanding the foregoing
or any other provision of the Plan, the Board shall have the
authority to make the grants and other related determinations
pursuant to Section 5.2 of the Plan.
The
Committee or the Board shall have the authority to otherwise
interpret the Plan and make all determinations necessary or
advisable for its administration.
Any
actions or decisions by the Committee under the Plan (other than
grants of Non-Discretionary Options pursuant to Section 5.1
below) shall be subject to the approval of the Board.
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3. Eligibility
Only Non-Employee Directors, who are not
participants in the Corporation’s 1994 Long Term Incentive
Plan, will be eligible to be granted awards.
4. Stock Subject to the
Plan
The
stock from which awards may be granted shall be the
Corporation’s $.01 par value Common Stock (“Common
Stock”). When options are exercised, the Corporation may
either issue authorized but unissued shares of Common Stock or
transfer issued shares of Common Stock held in its treasury. The
total number of shares of Common Stock which may be granted as
stock options shall not exceed 450,000. If an option expires,
or is otherwise terminated prior to its exercise, the Common Stock
covered by such an option immediately prior to such expiration or
other termination shall continue to be available for grant under
the Plan.
5. Grant and Amount of
Options
5.1
Non-Discretionary Options
The
date of grant of the initial option (“Initial Option”)
for a Non-Employee Director commencing his or her term shall be the
date that he or she becomes a member of the Board of Directors
(“Commencement Date”). The Initial Option grant shall
be to purchase 6,000 shares of Common Stock (subject to vesting per
Section 6.2 and to adjustment per Section 7).
Annual awards of options (“Annual
Options” or individually an “Annual Option”)
shall be granted beginning on the anniversary of the Commencement
Date, and continuing each year thereafter. An Annual Option will be
to purchase: (i) prior to the third anniversary of the
Commencement date, 1,500 shares of Common Stock for each of the
following Board committees on which the Non-Employee Director
served for a period of at least six months during the twelve months
prior to the date of grant: (A) Audit Committee;
(B) Compliance Committee; and (C) Compensation Committee;
and (ii) on the third anniversary of the Commencement Date,
and each year thereafter, an additional 2,000 shares of Common
Stock (all grant amounts subject to adjustment per section
7). The Initial Option and the Annual Options are
collectively referred to herein as “Non-Discretionary
Options.”
5.2
Discretionary Options
Notwithstanding any provision of the Plan to
the contrary, in addition to the Non-Discretionary Options, the
Board shall have the authority to grant options from time to time
in its sole and absolute discretion (“Discretionary
Options”) to Non-Employee Directors pursuant to this
Section 5.2. No Non-Employee Director shall have any
right or claim to be granted a Discretionary Option. S
ubject to and consistent
with the provisions of the Plan, t he Board is authorized in its sole and absolute
discretion to:
(i)
Select the Non-Employee Directors, if any, to whom Discretionary
Options may be granted; and
(ii)
Determine the number of
shares of Common Stock which are subject to a Discretionary
Option.
Without in any manner limiting the authority
and discretion of the Board as provided herein, the Committee shall
have the authority to make recommendations from time to time to the
Board for the
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grant of Discretionary Options. The total
number of shares of Common Stock which may be subject to
Discretionary Options shall not exceed 100,000; provided, however,
that (i) i f a
Discretionary Option expires, or is otherwise terminated prior to
its exercise, the shares of Common Stock covered by such
Discretionary Option immediately prior to such expiration or other
termination shall continue to be available for grant under this
Section 5.2 as a Discretionary Option; and (ii)
any shares of Common Stock
not subject to Discretionary Options shall be available for grants
as Non-Discretionary Options. The Non-Discretionary Options
and the Discretionary Options are collectively referred to herein
as “options.”
6. Terms and Conditions of
Options
Options shall be designated non-statutory
options or not qualified as Incentive Stock Options under
Section 422(a) of the Internal Revenue Code of 1986, as
amended (the “Code”), and shall be evidenced by written
instruments approved by the Committee or the Board. Such
instruments shall conform to the following terms and
conditions:
6.1
Option price
The
option price shall be the fair market value of the shares of Common
Stock under option on the date such option is granted. The fair
market value per share shall be the last reported sale price of the
stock on such date on the Nasdaq National Market, or on such other
stock exchange that the Common Stock may be listed from time to
time. The option price shall be paid (i) in cash or
(ii) in shares of Common Stock, including Common Stock
underlying the option being exercised, having a fair market value
equal to such option p
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