CONTINUING STOCK OPTION GRANT
THIS CONTINUING STOCK OPTION GRANT is made by FLORIDA GAMING CORPORATION,
a Delaware corporation (the "Company") to XXXXXX X. XXXXXXXX, XX. (the
"Optionee") to memorialize and evidence the grant of the following described
option by the Company to the Optionee.
On February 26, 1997, pursuant to the Directors' Continuing Stock Option
Plan ("Plan") adopted by the Board of Directors of the Company on the same
date, a copy of which is attached hereto as Exhibit "A", the Company granted
to the Optionee an option (the "Option") to purchase up to 30,000 shares of
$.10 par value common stock of the Company (the "Shares"), subject to the
terms and conditions stated herein and in said Plan.
The Option, which is non-transferable except by operation of law, vests
February 26, 1997 and is exercisable, in whole or in part, from time to time,
anytime prior to the earlier of February 26, 2002 or one year after you cease
to be a director of the Company.
The purchase price for each Share subject to the Option is $6.50
("Purchase Price"). The Option may be exercised by the Optionee tendering to
the Company the aggregate Purchase Price of the Shares being purchased plus,
if required by the Company, an amount of monies sufficient to pay all
applicable federal, state and local withholding taxes on the difference
between the Purchase Price and the market value of the Shares on the date of
exercise.
The obligation of the Company to sell any Shares to the Optionee is
subject to all applicable laws, rules and regulations, including, without
limitation, all applicable federal and state securities laws.
All questions pertaining to the validity, construction and administration
of this Stock Option Grant shall be governed by the laws of the State of
Delaware.
EXECUTED as of February 26, 1997.
FLORIDA GAMING CORPORATION
By: /s/ X. Xxxxxxx Xxxxxxx
-------------------------------------
X. Xxxxxxx Xxxxxxx
Chairman of the Board and
Chief Executive Officer
FLORIDA GAMING CORPORATION
DIRECTORS' CONTINUING STOCK OPTION PLAN
1. PURPOSE. This Directors' Continuing Stock Option Plan is established
pursuant to resolutions adopted by the Board of Directors on February 26,
1997 for the purpose of partially rewarding directors of the Company for
their services as such.
2. ADMINISTRATION. The Plan shall be administered by the Compensation
Committee of the Board of Directors.
3. GRANT OF OPTIONS. Each existing director of the Company shall be
granted an option as of February 26, 1997 to purchase 10,000 shares of Common
Stock for each full or partial year such person has served as a director of
the Company prior to January 1, 1997 ("Immediate Options") and for each full
year of service as a director after December 31, 1996 ("Delayed Options").
4. VESTING AND EXERCISE OF OPTIONS. All Immediate Options granted
pursuant to this Plan shall vest and be exercisable on and after February 26,
1997. All Delayed Options granted pursuant to this Plan shall vest and be
exercisable on and after the date such Delayed Options are granted.
5. EXPIRATION OF OPTIONS. All options granted pursuant to this Plan,
unless previously exercised, shall expire five years after the date such
option vests and becomes exercisable or one year after such director ceases
to be a director of the Company, whichever occurs first.
6. PURCHASE PRICE. The Purchase Price (herein so called) of a share of
Common Stock subject to the options granted pursuant to this Plan shall be
the fair market value of such share determined as follows:
(a) If the Common Stock is quoted on NASDAQ, the mean high and low
market prices for which the Common Stock is quoted on NASDAQ as of the most
recent date on which such shares were quoted prior to the date the option is
granted.
(b) If the Common Stock is listed on a national securities exchange,
the closing price of the Common Stock on the composite tape as of the most
recent date on which such shares were traded prior to the date the option is
granted.
(c) If the Common Stock is neither quoted on NASDAQ or listed on a
national securities exchange, the book value per share determined in
accordance with generally accepted accounting principles as of the last day
of the fiscal quarter immediately preceding the date the option is granted.
EXHIBIT A
7. EXERCISE. An option may be exercised in whole or in part, from time
to time, by the optionee tendering to the Company the aggregate Purchase
Price of the shares of Common Stock being purchased.
8. RESTRICTION ON TRANSFER. The options granted pursuant to this plan
shall be non-transferable except by operation of law.
9. ADJUSTMENT OF SHARES. The number of shares of Common Stock with
respect to which options are granted under this Plan and the Purchase Price
of such shares shall be appropriately adjusted by the Board of Directors for
any increase or decrease in the number of shares of issued Common Stock
resulting from a subdivision or consolidation of such shares through a
reorganization, recapitalization, stock split-up, stock distribution or
combination of shares, or the payment of a Common Stock dividend or other
increase or decrease in the number of shares effected without receipt of
consideration by the Company.
10. LEGAL AND OTHER REQUIREMENTS. The obligation of the Company to sell
and deliver Common Stock under this Plan shall be subject to all applicable
laws, rules and regulations, including, without limitation, all applicable
federal and state securities laws.
11. WITHHOLDING TAXES. Upon the exercise of any option granted pursuant
to this Plan, the Company shall have the right to require the optionee to
remit to the Company an amount sufficient to satisfy all federal, state and
local withholding tax requirements.
12. APPLICABLE LAW. All questions pertaining to the validity,
construction and administration of this Plan shall be governed by the laws of
the State of Delaware.
