Exhibit 10.1
SIX FLAGS, INC.
2008 STOCK OPTION AND INCENTIVE PLAN
I. THE
PLAN
There is hereby established the 2008 Stock Option and Incentive
Plan
(the "Plan") for Six Flags, Inc. (the "Company"), under which
options may be
granted to purchase shares of the common stock of the Company,
under which
shares of such common stock may be granted or sold at incentive
prices below the
market price at the time of sale, and under which stock
appreciation rights may
be granted.
II.
DEFINITIONS
As used herein, the terms set forth below shall have the
following
respective meanings:
(a)
"Award" means an
Employee Award or a Director Award.
(b)
"Award
Agreement" means an Employee Award Agreement or Director
Award Agreement.
(c)
"Board" means
the Board of Directors of the Company.
(d)
"Code" means the
Internal Revenue Code of 1986, as amended.
(e)
"Committee"
means the Compensation Committee of the Board or such
other committee of the Board as is designated by the Board to
administer the Plan.
(f)
"Company" means
Six Flags, Inc., a Delaware corporation, and its
successors.
(g)
"Director" means
an individual serving as a member of the Board.
(h)
"Director Award"
means the grant of Director Options to a
Non-Employee Director.
(i)
"Director Award
Agreement" means a written agreement between the
Company and a Participant who is a Non-Employee Director
setting
forth the terms, conditions and limitations applicable to a
Director
Award.
(j)
"Director
Option" means a Nonqualified Stock Option granted to a
Non-Employee Director.
(k)
"Employee" means
an officer or key employee of the Company or its
Subsidiaries, including an officer or key employee who serves as
a
member of the
Board.
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(l)
"Employee Award"
means the grant of options, stock appreciation
rights, shares or rights to purchase shares, whether granted
singly,
in combination or in tandem, to a Participant who is an
Employee.
(m)
"Employee Award
Agreement" means a written agreement between the
Company and a Participant who is an Employee setting forth the
terms, conditions and limitations applicable to an Employee
Award.
(n)
"Exchange Act"
means the Securities Exchange Act of 1934, as
amended.
(o)
"Incentive Stock
Option" means an option that is intended to comply
with the requirements set forth in Section 422 of the Code.
(p)
"Non-Employee
Director" means a Director who is not an employee of
the Company or any of its Subsidiaries.
(q)
"Nonqualified
Stock Option" means an option that is not an Incentive
Stock Option.
(r)
"Participant"
means an Employee or Director to whom an Award has
been made under the Plan.
(s)
"Performance
Goals" mean the measurable performance objective or
objectives established pursuant to the Plan for Participants
who
have received, when so determined by the Committee, grants of
shares
of common stock pursuant to the Plan. Performance Goals may be
described in terms of Company-wide objectives or objectives that
are
related to the performance of the individual Participant or of
the
Subsidiary, division, department, park, region or function
within
the Company or Subsidiary in which the Participant is employed.
The
Performance Goals may be made relative to the performance of
other
companies and will be based on one or more of the following
business
criteria: earnings before interest, taxes, depreciation and
amortization; net income; pretax earnings; operating income;
pro
forma net income; appreciation in value of shares; total
shareholder
return; earnings per share; return on equity; return on
designated
assets; return on capital; economic value added; revenues
(including
net revenue per capita and sponsorship revenues); expenses;
operating cash flow; free cash flow; cash flow return on
investment;
operating margin or net profit margin; attendance; or any of
the
above criteria as compared to the performance of a published or
a
special index deemed applicable by the Committee. If the
Committee
determines that a change in the business, operations, corporate
structure or capital structure of the Company, or the manner in
which it conducts its business, or other events or
circumstances
render the Performance Goals unsuitable, the Committee may in
its
discretion modify such Performance Goals or the related minimum
acceptable level of achievement, in whole or in part, as the
Committee deems appropriate and equitable, except in the case of
a
covered employee (within the meaning of section 162(m) of the
Code)
where such action would result in the loss of the otherwise
available exemption of the award under Section 162(m) of the
Code.
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(t)
"Subsidiary"
means a corporation so defined under Section 424(f) of
the Code.
III. AMOUNT OF
STOCK
(a)
A maximum of
3,250,000 shares of the Company's common stock may be
issued under the Plan pursuant to Awards issued under the Plan.
Shares issued under the Plan may be authorized but unissued
shares,
shares held in the treasury or outstanding shares purchased
from
their owners on the market or otherwise. If any Award granted
under
the Plan is forfeited, terminates or is cancelled for any
reason
before it is
exercised, vested or earned in full, the shares
previously reserved for issuance for such Award shall not count
toward the maximum number of shares that may be issued under
the
Plan, and such shares shall again be available to be issued
under
the Plan. Awards tendered or surrendered to pay the tax
obligation
or exercise price for options or stock appreciation rights cannot
be
re-issued under the Plan and in the event the Company issues
stock
appreciation rights and settles stock appreciation rights in
shares
of common stock, the entire number of shares pursuant to the
stock
appreciation right will count against the maximum number of
shares
issuable under the Plan. Awards settled in cash will not count
against the maximum number of shares issuable under the Plan.
(b)
If the
outstanding shares of the Company's common stock are from
time to time increased, decreased, changed into or exchanged for
a
different number or kind of shares of the Company through
merger,
consolidation, reorganization, split-up, split-off, spin-off,
recapitalization, reclassification, stock dividend, stock split
or
reverse stock split, an appropriate and proportionate
adjustment
shall be made in the number, kind and price of shares which may
be
issued pursuant to Awards under the Plan, such that each Award
shall
be for such securities, cash and/or other property as would
have
been received and at such exercise price or purchase price as
would
have been paid in respect of such shares had the shares been
issued
in full
immediately prior to such increase, decrease, change or
exchange. Such adjustment shall be made successively each time
that
any such increase, decrease, change or exchange is made. In
addition, in the event of any such increase, decrease, change
or
exchange, the Committee shall make such further adjustments as
are
appropriate to the maximum number of shares subject to the Plan,
to
the other provisions of the Plan and to Awards pursuant to the
Plan.
Except to the extent provided in this Section III, no reduction
shall be made in the exercise price of any option or stock
appreciation right and no option or stock appreciation right
shall
be
regranted with a lower exercise price or cancelled and replaced
with an option or stock appreciation right having a lower
exercise
price.
(c)
To the extent
that the aggregate fair market value of stock subject
to one or more Incentive Stock Options that are first exercisable
by
an Employee in any calendar year under the Plan (and under all
other
plans of the Company and its Subsidiaries) exceeds $100,000,
determined as of the time the options are granted, such options
shall be treated as Nonqualified Stock Options. This limitation
will
be applied by taking into account options in the order in which
they
were granted.
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IV.
ADMINISTRATION
(a)
The Plan shall
be administered by the Committee, which shall include
not fewer than two Directors, each of whom shall be a
"Non-Employee
Director" within the meaning of Rule 16b-3 promulgated under
the
Exchange Act and an "outside director" within the meaning of
Treasury Regulation Section 1.162-27(e)(3). The Board may from
time
to time remove members from or add members to the Committee.
Vacancies on the Committee, however caused, shall be filled by
the
Board. A majority of the Committee shall constitute a quorum and
the
acts of a majority of the members present at any meeting (held at
a
time
and place determined by, and in accordance with rules adopted
by, the Committee) at which a quorum is present, or actions
approved
in writing by a majority of the members of the Committee, shall
constitute acts of the Committee.
(b)
Subject to the
express terms and conditions of the Plan, the
Committee shall have full power to construe the Plan, to
prescribe,
amend and rescind rules and regulations relating to the Plan and
to
make all other determinations necessary or advisable for the
administration of the Plan. The exercise of these powers by the
Committee shall be conclusive and binding upon all present, past
and
future Participants in the Plan.
(c)
The Committee
may from time to time determine to which Employees and
Non-Employee Directors eligible for selection as Participants in
the
Plan
