Back to top

INCENTIVE STOCK OPTION AGREEMENT

Stock Option Agreement

INCENTIVE STOCK OPTION AGREEMENT

 | Document Parties: SOUTHWEST CASINO CORP | Tracie Wilson You are currently viewing:
This Stock Option Agreement involves

SOUTHWEST CASINO CORP | Tracie Wilson

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: INCENTIVE STOCK OPTION AGREEMENT
Governing Law: Minnesota     Date: 8/14/2006

INCENTIVE STOCK OPTION AGREEMENT

, Parties: southwest casino corp , tracie wilson
50 of the Top 250 law firms use our Products every day

Exhibit 10.2

 

INCENTIVE STOCK OPTION AGREEMENT

THIS INCENTIVE STOCK OPTION AGREEMENT (the “Agreement”) is entered into and effective June 29, 2006 (the “Date of Grant”), by and between Southwest Casino Corporation (the “Company”) and Tracie Wilson (the “Optionee”).

A.                                    The Company has adopted its 2004 Stock Option Plan (the “Plan”) which authorizes the Board of Directors of the Company, or a committee as provided for in the Plan (the Board or this committee are referred to as the “Committee” in this Agreement), to grant incentive stock options to employees of the Company and its Subsidiaries (as defined in the Plan).

B.                                      The Company desires to give the Optionee an inducement to acquire a proprietary interest in the Company and an added incentive to advance the interests of the Company by granting to the Optionee an option to purchase shares of common stock of the Company under the Plan.

C.                                      Terms stated but not otherwise defined in this Agreement have the meanings assigned to those terms in the Plan.

Accordingly, the parties agree as follows:

1.                                       Grant of Option.

The Company hereby grants to the Optionee the right, privilege, and option (the “Option”) to purchase 50,000 shares (the “Option Shares”) of the Company’s common stock, $.001 par value (the “Common Stock”), according to the terms and subject to the conditions stated in this Agreement and as stated in the Plan.  Subject to the provisions of Section 10 of this Agreement, the Option is intended to be an “incentive stock option,” as that term is used in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

2.                                       Option Exercise Price.

The per share price to be paid by Optionee upon exercise of this Option will be $0.75.

3.                                       Duration of Option and Time of Exercise.

3.1                                  Initial Period of Exercisability .  Subject to Sections 3.2 and 3.3 below, this Option will become exercisable with respect to the Option Shares in 12 installments beginning on the last day of each fiscal quarter of the Company, as provided in the table below.  The table below states the initial dates of exercisability of each installment and the number of Option Shares as to which this Option will become exercisable on those dates:

Initial Date of
Exercisability

 

Number of Option Shares
Available for Exercise

June 30, Sept. 30 & Dec. 31, 2006

 

4,167

March 31, June 30, Sept. 30 and Dec. 31, 2007

 

4,167

March 31, June 30, Sept. 30 and Dec. 31, 2008

 

4,166

March 31, 1 2009

 

4,167

The right to exercise this Option is cumulative with respect to the Option Shares becoming exercisable on the dates stated above; provided, however, that in no event will this Option be

 



 

exercisable after, and this Option will become void and expire as to all unexercised Option Shares at, 5:00 p.m. (Minnesota time) on June 28, 2016 (the “Time of Termination”).

3.2                                  Termination of Employment .

(a)                                   Termination Due to Death or Disability or Retirement .  If Optionee’s employment with the Company and all Subsidiaries is terminated by reason of the Optionee’s death, Disability or Retirement, this Option will become immediately exercisable in full as of the date of death, Disability or Retirement and remain exercisable for a period of 12 months after such termination (but not after the Time of Termination).

(b)                                  Termination for Reasons Other Than Death, Disability or Retirement .  Except as provided in Section 3.3, if Optionee’s employment with the Company and all Subsidiaries is terminated for any reason other than death, Disability or Retirement, or Optionee is in the employ of a Subsidiary and the Subsidiary ceases to be a Subsidiary of the Company (unless the Optionee continues in the employ of the Company or another Subsidiary), all rights of the Optionee under the Plan and this Agreement will terminate immediately without notice of any kind and no portion of the Option will be exercisable; provided, however, that if Optionee’s termination is due to any reason other than voluntary termination by the Optionee or termination by the Company or any Subsidiary for “Cause” (or Optionee’s death, Disability or Retirement), this Option will remain exercisable to the extent exercisable on the date of Optionee’s termination for a period of 90 days.

3.3                                  Change in Control .

(a)                                   Impact of Change in Control .  If a Change in Control of the Company occurs whereby the acquiring entity or successor to the Company does not assume this Option or replace it with a substantially equivalent incentive award, then, as of the date of the Change of Control, this Option will vest as to all shares and become immediately exercisable in full and will remain exercisable until the Time of Termination, regardless of whether the Optionee remains in the employ of the Company or any Subsidiary.  In addition, if a change in control occurs, the Committee, in its sole discretion and without consent of the Optionee, may determine that the Optionee will receive, with respect to some or all of the Option Shares, cash in the amount of the excess of the Fair Market Value (as defined in the Plan) of those Option Shares immediately before the effective date of the Change in Control over the per share exercise price of this Option.

(b)                                  Limitation on Change in Control Payments .  Notwithstanding anything in this Section 3.3 to the contrary, if, with respect to the Optionee, the acceleration of the vesting of this Option as provided above (which acceleration could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other payments that the Optionee has the right to receive from the Company or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), the payments to the Optionee stated herein will be reduced to the largest amount that will result in no portion of the payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if the Optionee is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the

2

 



 

potential application of Sections 280G or 4999 of the Code (including, without limitation, that “payments” under such agreement or otherwise will be reduced, that the Optionee will have the discretion to determine which “payments” will be reduced, that such “payments” will not be reduced or that such “payments” will be “grossed up” for tax purposes), then this Section 3.3(b) will not apply, and any payments to the Optionee under Section 3.3(a) of this Agreement will be treated as payments arising under such separate agreement.

4.                                       Manner of Option Exercise.

4.1                                  Notice .  Optionee may exercise this Option, in whole or in part from time to time, subject to the conditions in the Plan and in this Agreement, by delivery, in person, by facsimile or electronic transmission (if confirmed) or through the mail, to the Company at its principal executive office (Attention: Chief Financial Officer), of a written notice of exercise.  This notice must (a) be in a form substantially similar to the form attached to this Agreement as Exhibit A , or such other form as is satisfactory to the Committee, (b) identify this Option, (c) specify the number of Option Shares with respect to which this Option is being exercised, and (d) be signed by the person or persons so exercising this Option.  The not


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more