FORM OF WHG RESORTS & CASINOS INC.
OPTION AGREEMENT
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TO: __________________
Re: [Non-Qualified Stock Option] [Incentive Stock Option]
WHG Resorts & Casinos Inc. 1997 Stock Option Plan
This letter will evidence the grant to you on ______ ("Grant Date") by
the Compensation Committee of the Board of Directors of WHG Resorts & Casinos
(the "Company") of an option pursuant to the Company's 1997 Stock Option Plan
(the "Plan") to purchase ________________ (_________) shares of the common
stock, par value $.01 per share ("Common Stock"), of the Company at a price of
$____ per share (the "Option"). Under applicable provisions of the Internal
Revenue Code of 1986, as amended, the Option is treated as [a non-qualified
stock option] [an incentive stock option].
This Option is issued in accordance with and is subject to and
conditioned upon all of the terms and conditions of this Agreement and of the
Plan as from time to time amended, provided, however, that no future amendment
or termination of the Plan shall, without your consent, alter or impair any of
your rights or obligations under the Plan, all of which are incorporated by
reference in this Agreement as if fully set forth herein.
The Company shall not be obligated to issue any shares pursuant to this
Option if, in the opinion of counsel to the Company, the shares to be so issued
are required to be registered or otherwise qualified under the Securities Act of
1933, as amended, or under any other applicable statute, regulation or ordinance
affecting the sale of securities, unless and until such shares have been so
registered or otherwise qualified.
It is understood that the Company may establish, from time to time,
appropriate procedures to provide for payment or withholding of such income or
other taxes as may be required by law to be paid or withheld in connection with
the exercise of this Option. By the execution hereof, you hereby agree to pay to
the Company or your Employer all such amounts requested by the Company to permit
the Company to take any tax deduction available to it resulting from the
exercise of this Option. You also agree to comply with any procedures
established, from time to time, by the Company to ensure that the Company
receives prompt advice concerning the occurrence of any event which may create,
or affect the timing or amount of, any obligation to pay or withhold any such
taxes or which may make available to the Company any tax deduction resulting
from the occurrence of such event.
This Option may be exercised as follows: [up to ___% of the total
number of shares granted to you ("Total Grant") shall be exercisable commencing
on the first anniversary of the Grant Date; up to ___% of the Total Grant shall
be exercisable commencing on the second anniversary of the Grant Date; up to __%
of the Total Grant shall be exercisable commencing on the third anniversary of
the Grant Date; and up to 100% of the Total Grant shall be
exercisable commencing on the fourth anniversary of the Grant Date] [100% of the
total number of shares granted to you shall be exercisable on the Grant Date].
This Option, to the extent not previously exercised, shall expire on the day
preceding the tenth anniversary of the Grant Date.
[This option is transferrable by you during your lifetime to members of
your family or trusts created for the benefit of yourself or your family and
similar transfers for estate planning and other proper purposes, subject in each
case, however, to the prior consent of the Company, which consent shall not be
unreasonably withheld.]
This Option is to be exercised by delivering to the Company a written
notice of exercise in the form attached hereto as Exhibit A, together with
payment as provided in the Plan.
Would you kindly evidence your acceptance of this Option and your
agreement to comply with the provisions of this Agreement and of the Plan by
executing the enclosed copy of the Agreement under the words "ACCEPTED AND
AGREED TO" and returning a copy to Xxxxx X. Xxxxxxx, President of the Company.
Very truly yours,
WHG RESORTS & CASINOS INC.
By:
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Name:
Title:
Attachments
ACCEPTED AND AGREED TO
this ____ day of ____, 199__.
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Name:
3
EXHIBIT A
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Dated: ________
President
WHG Resorts & Casinos Inc.
0000 Xxxx Xxxx Xxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Xxxx 00000
Gentlemen:
Notice is hereby given of my election to purchase ____ shares of common
stock, par value $.01 per share (the "Common Stock"), of WHG Resorts & Casinos
Inc. (the "Company") at a price of $____ per share pursuant to the provisions of
the stock option ("Option") granted to me on ______ under the terms of the
Company's 1997 Stock Option Plan.
Enclosed is my check made payable to the Company in the amount of $_______
in payment of the exercise price of the Option and my check in the amount of
$_______ made payable to the subsidiary of the Company which is my employer (or
to the Company as my employer) in payment of the tax due on exercise of the
Option.
The following information is supplied for use in issuing and registering
the shares purchased hereby:
Number of certificates: _________________
Denomination of
each certificate: _________________
Name: _________________
Address: _________________
_________________
Social Security Number: _________________
Very truly yours,
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