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EXHIBIT 4.4
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STOCK OPTION AGREEMENT
AGREEMENT made as of this _____ day of November, 199_ by and between American
Casino Enterprises, Inc., a Nevada corporation having its principal place of
business at 0000 Xxxxxxxxxx Xxxx, Xxx Xxxxx, Xxxxxx 00000 ("Grantor"), and
___________, residing at ___________________ ("Optionee").
W I T N E S S E T H:
WHEREAS, Optionee has served and continues to serve as a Director of
Grantor;
NOW, THEREFORE, in consideration and recognition for such services to the
Grantor and for other good and valuable consideration, the Grantor hereby grants
the Optionee options to purchase Common Stock of the Grantor on the following
terms and conditions:
1. Option.
The Grantor hereby grants to the Optionee a Non-Qualified Stock Option, as
such term is defined in the Internal Revenue Code of 1986, as amended, to
purchase, at any time after the first anniversary date hereof and prior to 5:00
p.m. on ___________, 199_, up to ______ fully paid and non-assessable shares of
the Common Stock of the Grantor, par value $.0l per share.
2. Purchase Price.
The purchase price shall be $.__ per share. The Grantor shall pay all
original issue or transfer taxes on the exercise of this option and all other
fees and expenses necessarily incurred by the Grantor in connection therewith.
3. Exercise of Option.
The Optionee shall notify the Grantor by registered or certified mail, return
receipt requested, addressed to its principal office as to the number of shares
which he desires to purchase under the options herein granted, which notice
shall be accompanied by payment (by cash or certified check) of the option price
therefore as specified in Paragraph 2 above. As soon as practicable thereafter,
the Grantor shall at its principal office tender to Optionee certificates issued
in the Optionee's name evidencing the shares purchased by the Optionee.
4. Divisibility and Non-Assignability of the Options.
(a) The Optionee may exercise the options herein granted from time to time
during the periods of their respective effectiveness with respect to any whole
number of shares included therein, but in no event may an option be exercised as
to less than one hundred (100) shares at
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any one time, except for the remaining shares covered by the option if less than
one hundred (100).
(b) The Optionee may not give, grant, sell, exchange, transfer legal title,
pledge, assign or otherwise encumber or dispose of the options herein granted or
any interest therein, otherwise than by will or the laws of descent and
distribution, and these options, or any of them, shall be exercisable during his
lifetime only by the Optionee.
5. Stock as Investment.
By accepting this option, the Optionee agrees for himself, his heirs and
legatees that any and all shares purchased hereunder shall be acquired for
investment and not for distribution, and upon the issuance of any or all of the
shares subject to the option granted hereunder the Optionee, or his heirs or
legatees receiving such shares, shall deliver to the Grantor a representation in
writing, that such shares are being acquired in good faith for investment and
not for distribution. Grantor may place a "stop transfer" order with respect to
such shares with its transfer agent and place an appropriate restrictive legend
on the stock certificate.
6. Restriction on Issuance of Shares.
The Grantor shall not be required to issue or deliver any certificate for
shares of its Common Stock purchased upon the exercise of any option unless (a)
the issuance of such shares has been registered with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, or counsel to the
Grantor shall have given an opinion that such registration is not required; (b)
approval, to the extent required, shall have been obtained from any state
regulatory body having jurisdiction thereof, and (c) permission for the listing
of such shares shall have been given by any national securities exchange on
which the Common Stock of the Grantor is at the time of issuance listed.
7. Notification of Transfer for Tax Purposes.
In the event of changes in the outstanding Common Stock of the Grantor by
reason of stock dividends, stock splits, recapitalizations, mergers,
consolidations, combinations, or exchanges of shares, separations,
reorganizations, or liquidations, the number and class of shares as to which the
options may be exercised shall be correspondingly adjusted by the Grantor. No
adjustment shall be made with respect to stock dividends or splits which do not
exceed 10% in any fiscal year, cash dividends or the issuance to stockholders of
the Grantor of rights to subscribe for additional shares of Common Stock or
other securities.
Any adjustment in the number of shares shall apply proportionately to only
the unexercised portion of an option granted hereunder. If fractions of a share
would result from any such adjustment, the adjustment shall be revised to the
next higher whole number of shares
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so long as such increase does not result in the holder of the option being
deemed to own more than 5% of the total combined voting power or value of all
classes of stock of the Grantor or its subsidiaries.
8. Effect of Mergers, Consolidations or Sales of Assets.
Anything contained herein to the contrary, a merger or consolidation in which
the Grantor is not the surviving corporation, or a sale of substantially all of
the Grantor's assets or capital stock shall cause the Optionee to have the right
immediately prior to such merger or consolidation or sale in which the Grantor
is not the surviving corporation, to exercise this Option in whole or in part.
Furthermore, this option may, at the discretion of the Board of Directors of
the Grantor and said other corporation, be exchanged for options to purchase
shares of capital stock of another corporation which the Grantor, and/or a
subsidiary thereof is merged into, consolidated with, or all or a substantial
portion of the property or stock of which is acquired by said other corporation
or separated or reorganized into. The terms, provisions and benefits to the
Optionee of such substitute option(s) shall in all respects be identical to the
terms, provisions and benefits of Optionee under his Option(s) prior to said
substitution. To the extent the above may be inconsistent with Sections
425(a)(1) and (2) of the Internal Revenue Code of 1986, as amended, the above
shall be deemed interpreted so as to comply therewith.
9. No Rights in Option Stock.
Optionee shall have no rights as a shareholder in respect of shares as to
which the option granted hereunder shall not have been exercised and payment
made as herein provided.
10. Binding Effect.
Except as herein otherwise expressly provided, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their successors
legal representatives and assigns.
11. Miscellaneous.
This Agreement shall be construed under the laws of the State of Nevada.
Headings have been included herein for convenience of reference only, and shall
not be deemed a part of the Agreement.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
AMERICAN CASINO ENTERPRISES, INC.
By:______________________________
ACCEPTED AND AGREED TO:
_________________________________
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