AMERISTAR CASINOS, INC. RESTRICTED STOCK UNIT AGREEMENT (Form 09-1 06/09)
Exhibit 10.20
Name and Address of Award Holder: |
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Date of Grant: |
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No. of RSUs: |
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Vesting Schedule:
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This letter agreement (the “Agreement”) sets forth the terms and conditions applicable to the
Restricted Stock Units (“RSUs”) which have been granted to you by Ameristar Casinos, Inc., a Nevada
corporation (the “Company”), pursuant to its 2009 Stock Incentive Plan (the “Plan”). Your award is
subject to the terms and conditions set forth in the Plan and this Agreement. Capitalized terms
used in this Agreement and not defined shall have the respective meanings set forth in the Plan.
1. Grant of RSUs
You have been granted the number of RSUs set forth under the heading “No. of RSUs” on the
cover page of this Agreement. Each RSU represents the right to receive one share of the Company’s
common stock, par value $0.01 per share (the “Common Stock”), on the applicable settlement date for
the RSU. You do not need to pay any purchase price to receive the RSUs granted to you by this
Agreement.
2. Vesting of RSUs
Your RSUs will vest in installments as set forth under the heading “Vesting Schedule” on the
cover page of this Agreement, provided that you are an employee of or have another Relationship
with the Company or one of its Related Companies on each such respective date.
As used herein, the term “Relationship” means that you are or have agreed to become an
officer, director, employee, consultant, adviser or independent contractor of the Company or any
Related Company.
If your Relationship terminates for any reason, any of your RSUs which have not vested prior
to the termination of your Relationship will be forfeited.
3. Settlement of RSUs; Delivery of Shares
Your RSUs will be settled on, or within 30 days after, their vesting dates as set forth in
Section 2 or 4. On the settlement date of an RSU, the Company will deliver to you one share of
Common Stock for each of your RSUs being settled on such date. The Common Stock delivered upon the
settlement of your RSUs will be fully transferable (subject to any applicable securities law
restrictions) and not subject to forfeiture.
4. Change in Control; Corporate Transaction
In the event of a Change in Control, any portion of your RSUs that have not otherwise vested
shall automatically accelerate so that all such RSUs shall, immediately upon the effective time of
the Change in Control, become vested. In the event of a Corporate Transaction, any portion of your
RSUs that have not otherwise vested shall automatically accelerate so that all such RSUs shall,
immediately prior to the effective time of the Corporate Transaction, become
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vested. Your RSUs that vest under this Section 4 will be settled on or within 30 days after
the vesting date. In addition, upon the dissolution or liquidation of the Company or upon any
reorganization, merger or consolidation as a result of which the Company is not the surviving
corporation (or survives as a wholly owned subsidiary of another corporation), or upon a sale of
substantially all the assets of the Company, the Committee may take such action as it in its
discretion deems appropriate to cash out your RSUs at or immediately prior to the date of such
event (based on the fair market value of the Common Stock at the time).
5. Income Tax Withholding
You must make arrangements satisfactory to the Company to satisfy any applicable federal,
state or local tax withholding liability arising with respect to your RSUs at the time such
liability arises. You can either make a cash payment to the Company of the required amount or you
can elect to satisfy your withholding obligation by having the Company withhold from the shares of
Common Stock deliverable upon settlement of your RSUs a number of shares of Common Stock (rounded
to the nearest whole share) necessary to satisfy the minimum amount of your withholding obligation.
If you fail to satisfy your withholding obligation in cash on or before the settlement date of
your RSUs, the Company will withhold shares of Common Stock deliverable upon settlement of your
RSUs toward satisfaction of your withholding obligation. In addition, to the extent permitted by
applicable law, the Company shall have the right to withhold the required amount from your salary
or other amounts payable to you.
6. Other Provisions of RSUs
| (a) | Voting. You will have no voting rights or other rights as a stockholder with respect to your RSUs prior to the time shares of Common Stock are delivered to you in settlement of the award. | ||
| (b) | Dividends. You will not be entitled to receive dividends or dividend equivalents with respect to your RSUs prior to the time shares of Common Stock are delivered to you in settlement of the award. | ||
| (c) | Transfer Restrictions. You may not sell, transfer, assign or pledge your RSUs or any rights under this award. Any attempt to do so will be null and void. | ||
| (d) | Death. In the event of your death after the vesting but prior to settlement of your RSUs, any shares of Common Stock you are entitled to receive upon settlement of your RSUs will instead be delivered to your designated beneficiary or, if you have not designated a beneficiary, to the legal representative of your estate. |
7. Adjustments to Your Award in Certain Events
In the event of specified changes in the Company’s capital structure, the Committee is
required to make appropriate adjustment in the number and kind of shares authorized by the Plan and
the number and kind of shares covered by outstanding awards. This Agreement will continue to apply
to your RSUs as so adjusted.
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8. Regulatory Compliance
The Company is not required to deliver Common Stock (including upon the vesting of RSUs) if
such delivery would violate any applicable law or regulation or stock exchange requirement. If
required by any federal or state securities law or regulation, the Company may impose restrictions
on your ability to transfer shares received upon settlement of your RSUs.
9. Plan Terms
In the event of any conflict between the provisions of this Agreement and the Plan, the Plan
shall govern. All determinations and interpretations of the Plan and this Agreement made by the
Committee shall be conclusive and binding on the parties hereto and their successors and assigns.
10. Method of Acceptance
By accepting the RSUs, you shall be deemed to have agreed to and accepted all the terms and
conditions of this Agreement and the Plan, without the necessity of your signing this Agreement.
You acknowledge and agree that the acceptance of the RSUs constitutes satisfaction in full of any
and all pre-existing understandings or commitments between the Company and you relating to your
right to acquire equity securities of the Company.
EXECUTED as of the DATE OF GRANT.
AMERISTAR CASINOS, INC. |
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| By: | 
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| Chief Executive Officer and Vice Chairman | ||||
