AMERISTAR CASINOS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.3

AMERISTAR CASINOS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
(Non-Qualified Stock Option Agreement Form 99-5)

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     THIS AGREEMENT is made as of the date set forth above, between AMERISTAR CASINOS, INC., a Nevada corporation (hereinafter called the “Company”), and the optionee named above (hereinafter called the “Optionee”).

RECITAL

     The Committee (as defined below) responsible for administering the Ameristar Casinos, Inc. 1999 Stock Incentive Plan, as amended (the “Plan”), has determined that it is to the advantage and interest of the Company and its stockholders to grant, pursuant to the Plan, the option provided for herein to the Optionee as an inducement to remain in the service of the Company or Related Company (as defined for purposes of the Plan) and as an incentive for increased effort during such service.

     As used herein, the term “Committee” shall mean the Compensation Committee or such other committee of directors appointed by the Board of Directors of the Company to administer the Plan, or, if no committee has been appointed for such purpose, reference to the “Committee” shall be deemed a reference to the Board of Directors of the Company. If the Optionee is not a person subject to Section 16 of the Securities Exchange Act of 1934, as amended, the term “Committee” shall extend to and include any officer of the Company to which the Committee has properly delegated any of its authorities to administer the Plan.

     In consideration of the mutual covenants herein contained, the parties agree as follows:

     1.  Grant of Option . The Company hereby grants to the Optionee the right and option (the “Option”) to purchase on the terms and conditions set forth herein all or any part of an aggregate of the number shares (the “Shares”) of the Common Stock of the Company (whether authorized and unissued or treasury shares) identified above next to the heading “No. of Shares” at the purchase price per Share identified above next to the heading “Exercise Price” as the Optionee may, from time to time, elect. The Option shall vest and become exercisable on a cumulative basis in an amount equal to 25% per year for four years beginning on the day before the anniversary of the Date of Grant, as described in the vesting schedule set forth above under the heading “Vesting Schedule”. The Option shall expire on the date set forth above next to the heading “Expiration Date” unless terminated sooner in accordance with the provisions of Section 5 below.

     Nothing contained herein shall be construed to limit or restrict the right of the Company or any of its subsidiaries to terminate the Optionee’s employment or other Relationship at any time, with or without cause, or to increase or decrease the Optionee’s compensation from the rate in existence at the time the Option is granted. As used herein, the term “Relationship” shall mean that the Optionee is or has agreed to become an officer, director, employee, consultant, adviser or independent contractor of the Company or any Related Company.

     2. Term of Option . The right to exercise the Option granted hereunder, to the extent unexercised, shall remain in effect until the tenth anniversary of the grant of this Option, unless

another date is specified in Section 1 hereof or unless sooner terminated in accordance with Section 5 hereof.

     3.  Method of Exercise .

          (a) To the extent that the Option has become exercisable hereunder, the Option may be exercised from time to time by written notice to the Company stating the number of Shares with respect to which the Option is being exercised, together with payment in full of the purchase price therefor. Payment of the purchase price for such Shares shall be made (i) in cash, (ii) by certified or cashier’s check payable to the order of the Company, (iii) in other cash equivalents acceptable to the Committee in its sole discretion, (iv) in the Committee’s sole discretion, by delivery of shares of the Common Stock of the Company already owned by the Optionee or subject to vested stock options under the Plan, subject to such delivery being permissible under the General Corporation Law of the State of Nevada, including without limitation Section 78.288 thereof, or (v) any combination of the foregoing. If requested by the Committee, prior to the delivery of any Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a representation that the Shares are not being acquired with a view to distribution and will be sold or otherwise disposed of only in accordance with applicable federal and state statutes, rules and regulations. As soon after the notice of exercise as the Company is reasonably able to comply, the Company shall, without transfer or issue tax to the Optionee or other person entitled to exercise the Option, deliver to the Optionee or such other person, at the principal office of the Company or such other place as shall be mutually acceptable, a certificate or certificates for the Shares being purchased.

          (b) If payment is made with shares of Common Stock of the Company already owned by the Optionee, the Optionee, or other person entitled to exercise the Option, shall deliver to the Company with the notice of exercise certificates representing the number of shares of Common Stock in payment for the Shares, duly endorsed for transfer to the Company. In addition, if requested by the Committee, prior to the acceptance of such certificates in payment for the Shares, the Optionee, or any other person entitled to exercise the Option, shall supply the Committee with a written representation and warranty that he or she has good and marketable title to the shares represented by the certificate(s), free and clear of liens and encumbrances. The value of the shares of Common Stock so tendered in payment for the Shares being purchased shall be their Fair Market Value Per Share (as defined below) on the date of the Optionee’s notice of exercise.

          (c) If payment is to be made in shares of Common Stock subject to vested stock options under the Plan, the per share value attributable to the shares underlying the stock option(s) to be surrendered or canceled shall be the Fair Market Value Per Share of such shares less the exercise price per share of such option(s). The Company and the Optionee or other person entitled to exercise the Option shall execute and deliver such instruments or modifications of stock options as shall be necessary to give effect to such an exercise of the Option.

          (d) If for any reason a purported exercise of the Option providing for payment to be made in whole or in part through the delivery of shares of Common Stock already owned

or underlying vested stock options is rejected by the Committee or is otherwise not permitted, such purported exercise shall not be effective unless, following notice thereof from the Company, the Optionee or other person entitled to exercise the Option promptly pays the exercise price in an acceptable form.

          (e) If the Optionee or other person entitled to exercise the Option desires to exercise the Option with funds borrowed from a broker-dealer in a margin transaction under Regulation T of the Board of Governors of the Federal Reserve System, and such method of exercise is acceptable to the Committee in its sole discretion, the Optionee’s notice of exercise may be delivered to the Company by such broker-dealer and the Company may deliver the certificate(s) for the Shares being purchased to such broker-dealer on behalf of the Optionee or other person entitled to exercise the Option.

          (f) For purposes hereof, the “Fair Market Value Per Share” of the Company’s Common Stock shall mean (i) if the Common Stock is publicly traded, the mean between the highest and lowest quoted selling prices of the Common Stock on the date in question or, if not available, on the trading date immediately following such date or (ii) if the Common Stock is not publicly traded, the fair market value as determined by the Committee in accordance with Section 409A of the Internal Revenue Code and Treasury Regulations thereunder.

          (g) Notwithstanding the foregoing, the Company shall have the right to postpone the time of exercise of the Option or the delivery of the Shares for such period as may be required for the Company with reasonable diligence (i) to comply with any applicable listing, registration or qualification requirements of any national securities exchange or over-the-counter market or under any federal or state law or (ii) to obtain the consent or approval of any governmental regulatory body. In addition, in connection with any exercise of the Option, the Committee may require the Optionee or other person entitled to exercise the Option to agree not to dispose of any of the Shares acquired upon e