AMERISTAR CASINOS, INC. RESTRICTED STOCK UNIT AGREEMENT (Form 99-6 12/07)
Exhibit 10.7
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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Dear Ameristar Team Member:
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 Amended and Restated 1999 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 ___ RSUs. 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 follows, provided that you are an employee of the
Company or one of its subsidiaries on each such respective date
| Cumulative | ||||||||
| Percentage | Percentage | |||||||
| Vesting Date | of RSUs Vested | of RSUs Vested | ||||||
| 25 | % | 25 | % | |||||
| 25 | % | 50 | % | |||||
| 25 | % | 75 | % | |||||
| 25 | % | 100 | % | |||||
If your employment terminates for any reason, any of your RSUs which have not vested prior to
the termination of your employment will be forfeited.
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| 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 vested. Your RSUs
that vest under this Section 4 will be settled on or within 30 days after the vesting date.
| 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 |
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| 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.
| 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: | ||||
