EXHIBIT 4.3(B)
CASINO MAGIC CORP.
STOCK OPTION AGREEMENT
FOR NON-STATUTORY STOCK OPTIONS
THIS AGREEMENT, made and entered into effective as of the 28th day of
March, 1994, by and between Casino Magic Corp., a Minnesota corporation
(hereinafter referred to as the "Company"), and Dual X. Xxxxxx (hereinafter
referred to as the "Employee").
W I T N E S S E T H :
WHEREAS, the Employee is a valuable and trusted employee of the Company or
a subsidiary of the Company, and has entered into an Employment Agreement (the
"Employment Agreement") with the Company dated March 28, 1994; and
WHEREAS, the Company considers it desirable and in its best interest that
the Employee be given an inducement to acquire a further proprietary interest in
the Company, and an added incentive to advance the interests of the Company and
its subsidiaries, by possessing a stock option to purchase common shares of the
Company.
NOW THEREFORE, in consideration of the premises and mutual covenants
herein, the parties hereto agree as follows:
1. Grant of Option. The Company grants to the Employee a non-statutory
---------------
stock option to purchase 44,000 common shares of the Company at a purchase price
of $15.75 per share, in the manner and subject to the conditions hereinafter
provided.
2. Time of Exercise of Option. The option granted under this Agreement
--------------------------
may be exercised by the Employee after March 27, 1995, as to 6,600 of the common
shares purchasable hereunder; after March 27, 1996, as to an additional 8,800 of
said common shares; after March 27, 1997, as to an additional 11,000 of said
common shares; and all of such shares may be purchased after March 27, 1998.
3. Method of Exercise.
------------------
a. The option shall be exercised by written notice to the Board of
Directors of the Company, at the Company's principal place of business,
accompanied by cash, cashier's check or certified check in payment of the
purchase price for the number of the common shares specified and paid for,
and accompanied by any document reasonably required by the Company to be
executed by Employee, acknowledging the applicable restrictions on the
transfer of the common shares being purchased as set forth under Section 7
of this Agreement.
b. In the event common shares of the Company are listed on the
NASDAQ National Market System or any exchange registered under the
Securities Exchange Act of 1934 at the time all or any part of the option
is exercised, in lieu of cash (and so long as the per share market price
of common shares of the Company is then greater than the per share purchase
price payable in respect of the common shares being purchased upon exercise
of the options) the purchase price payable in exercise of the options may
be paid by Employee by exchanging for cancellation by the Company common
shares of the Company previously issued to Employee based on the fair
market value of the common shares on the first trading day immediately
preceding the date of exercise of the options. The fair market value of the
common shares being offered as the exercise price shall equal the high bid
price per common share as quoted on the NASDAQ system, or the closing sale
price per common share as listed on an exchange registered under the
Securities Exchange Act of 1934.
c. The Company shall make prompt delivery of a certificate or
certificates representing such common shares, provided that if any law or
regulation requires the Company to take any action with respect to the
common shares specified in such notice before the issuance thereof, then
the date of delivery of such common shares shall be extended for the period
necessary to take such action. If less than all common shares purchasable
under the option are purchased, the Company will, promptly following such
exercise, execute and deliver to Employee either an addendum to this
Agreement or a new stock option agreement (dated the date thereof)
evidencing the number of common shares remaining purchasable under the
option after adjustment for any portion of the option exchanged in lieu of
cash. The option must be exercised with respect to at least 500 of the
common shares, unless a lesser number of the common shares are then
exercisable, in which case it must be exercised with respect to such lesser
number.
4. Termination of Option. Except as herein otherwise stated, any option
---------------------
granted under this Agreement, to the extent not heretofore exercised, shall
terminate upon the first to occur of the following dates:
a. Upon termination of Employee's employment by the Company or any
of its subsidiaries, as the case may be, if such termination is effected by
the Company or any of its subsidiaries, as the case may be, under Section
4(a) or 4(d) of the Employment Agreement;
b. Upon the voluntary termination of employment by Employee; or
c. The close of business on March 27, 1999.
2
5. Reclassification, Consolidation or Merger. If and to the extent that
-----------------------------------------
the number of issued common shares of the Company shall be increased or reduced
by change in par value, split up, reverse split, reclassification, distribution
of a dividend payable in stock, or the like, the number of common shares subject
to option and the option price per share shall be proportionately adjusted. If
the Company is reorganized, consolidated or merged with another corporation, or
sells or transfers substantially all of its assets to another corporation, the
agreement relating to such reorganization, consolidation, merger, sale or
transfer shall provide that the option granted under this Agreement shall fully
vest and be exercisable over a period of 10 days to be established by the
Company in a written notice to Employee given not more than 60 days prior to the
effective date of such reorganization, consolidation, merger, sale or transfer.
6. Rights Prior to Exercise of Option. This option is nontransferable by
----------------------------------
Employee, except in the event of Employee's death, and during Employee's
lifetime is exercisable only by Employee. Employee shall have no rights as a
stockholder with respect to any common shares purchasable hereunder until
payment of the option price and delivery to Employee of such common shares as
herein provided.
7. Restriction on Disposition. All common shares acquired by Employee
--------------------------
pursuant to this Agreement shall be subject to the restrictions on sale,
encumbrance and other disposition contained in the Company's By-Laws, or imposed
by applicable state and federal laws or regulations regarding the registration
or qualification of such acquisition of common shares. All such common shares
may not be sold or otherwise disposed of (i) within two years from the date of
the granting of the option under which such common shares were acquired, (ii)
within one year after the exercise of such option, and (iii) unless there is an
effective registration statement covering such disposition under the Securities
Act of 1933 (the "Act"), and effective registrations and qualifications under
applicable state securities laws, or exemptions from such registration or
qualifications under the Act and state securities laws are applicable. The
Company will take such action as is reasonably necessary and proper to file a
Form S-8 under the Securities Act of 1933, and to maintain the effectiveness of
such registration statement, with respect to the sale of the shares which may
be issued upon the exercise of the options covered by this Agreement to the
extent permitted by law and applicable regulation.
8. Binding Effect. This Agreement shall inure to the benefit of and be
--------------
binding upon the parties hereto and their respective heirs, executors,
administrators, successors and assigns. If possible, this Agreement shall be
construed along with and in addition to any other agreement which the Company or
any of its subsidiaries and Employee may enter into, but any provision in this
Agreement which contradicts any provision of any other agreement shall take
precedence and be binding over such other provision. Any masculine personal
pronoun used herein shall be
3
considered to mean the corresponding feminine or neuter personal pronoun, as the
context requires.
9. Execution Date. This Agreement and the Option granted to the optionee
--------------
shall be deemed void and of no force or effect if the optionee has not executed
and returned to the Company this Incentive Stock Option Agreement on or prior to
May 28, 1994.
IN WITNESS WHEREOF, the parties have hereto caused this Agreement to be
executed effective on the day and year first above written.
CASINO MAGIC CORP.
By: /s/ Xxxxxx X. Xxxxxxxx
-----------------------
Xxxxxx X. Xxxxxxxx
President
EMPLOYEE
/s/ Dual X. Xxxxxx
---------------------------
Dual X. Xxxxxx
4
