Exhibit 10.20
STOCK OPTION AGREEMENT
THIS AGREEMENT, entered into as of [Grant Date]
(the “Grant Date”), by and between the participant
signing this Agreement (the “Participant”) and Isle of
Capri Casinos, Inc. (the “Company”);
WITNESSETH
THAT :
WHEREAS, the Company maintains the Isle of
Capri Casinos, Inc. 2000 Long-Term Stock Incentive Plan (the
“Plan”), which is incorporated into and forms a part of
this Agreement, and the Participant has been selected by the
committee administering the Plan (the “Committee”) to
receive a Stock Option Award under the Plan;
NOW, THEREFORE, IT IS AGREED, by and between
the Company and the Participant, as follows:
1.
Terms of Award . The terms of the Award are set forth
in Schedule I.
2.
Award and Exercise Price . This Agreement specifies
the terms of the option (the “Option”) granted to the
Participant to purchase the number of Covered Shares at the
Exercise Price per share as set forth in Schedule I. The
Option shall be an “incentive stock option” or a
“nonqualified stock option” as designated in Schedule
I. In the event that the Option is designated as an
“incentive stock option” in Schedule I, the Option is
intended to constitute, and shall be treated as, an
“incentive stock option” as that term is used in Code
section 422. To the extent that the aggregate fair market
value (determined at the time of grant) of shares of Stock with
respect to which incentive stock options are exercisable for the
first time by the Participant during any calendar year under all
plans of the Company and its Subsidiaries exceeds $100,000, the
options or portions thereof which exceed such limit (according to
the order in which they were granted) shall be treated as
non-qualified stock options. It should be understood that if
the Option is designated as an “incentive stock
option”, there is no assurance that the Option will, in fact,
be treated as an incentive stock option. In the event that
the Option is designated as a “nonqualified stock
option” in Schedule I, the Option is not intended to
constitute, and shall not be treated as, an “incentive stock
option” as that term is used in Code section 422.
3.
Date of Exercise . Subject to the limitations of this
Agreement, the Option shall be exercisable as set forth on Schedule
I. An installment shall not become exercisable on the
otherwise applicable Vesting Date if the Participant’s Date
of Termination occurs on or before such Vesting Date.
Notwithstanding the foregoing provisions of this paragraph 3, the
Option shall become exercisable with respect to all of the Covered
Shares (to the extent it is not then otherwise exercisable) as
follows:
(a)
The Option shall become fully exercisable upon the
Participant’s Date of Termination, if the Participant’s
Date of Termination occurs by reason of the Participant’s
Death, Disability or Retirement.
1
(b)
The Option shall become fully exercisable upon a Change in Control,
if the Participant’s Date of Termination does not occur on or
before the Change in Control.
The
Option may be exercised on or after the Date of Termination only as
to that portion of the Covered Shares as to which it was
exercisable immediately prior to the Date of Termination, or as to
which it became exercisable on the Date of Termination in
accordance with this paragraph 3. Notwithstanding the foregoing
provisions of this paragraph 3, a reload option shall not become
exercisable in accordance with this paragraph 3, and shall instead
become exercisable in accordance with paragraph 6.
4.
Expiration . The Option shall not be exercisable after
the Company’s close of business on the last business day that
occurs prior to the Expiration Date. The “Expiration
Date” shall be earliest to occur of:
(a)
the ten-year anniversary of the Grant Date;
(b)
if the Participant’s Date of Termination occurs by reason of
Death or Disability, the one-year anniversary of such Date of
Termination; or
(c)
if the Participant’s Date of Termination occurs for reasons
other than Death or Disability, the 90-day anniversary of such Date
of Termination.
5.
Method of Option Exercise . Subject to the terms of
this Agreement and the Plan, the Option may be exercised in whole
or in part by filing a written notice with the Secretary of the
Company at its corporate headquarters prior to the Company’s
close of business on the last business day that occurs prior to the
Expiration Date. Such notice shall be as provided in Schedule
II. Except as otherwise provided by the Committee before the
Option is exercised, all or a portion of the Exercise Price shall
be paid by the Participant in accordance wit
