Exhibit 4.7.2
AMENDMENT TO
OPTION AGREEMENT
This Amendment to Option Agreement is made and entered into effective as
of this 15th day of June 1998, by and between Grand Casinos, Inc., a
Minnesota corporation (the "Company") and Xxxx X. Xxxxxx ("Director").
WHEREAS, in connection with his service as a member of the Board of
Directors of the Company, Director was granted an option to purchase an
aggregate of Twenty Thousand (20,000) shares of the common stock, $.01 par
value, (the "Common Stock") of the Company (such number being subject to
adjustment) pursuant to the terms and conditions of an Option Agreement made,
entered into and dated as of July 9, 1992 (the "1992 Option Agreement"); and
WHEREAS, as a result of both (i) a ten percent (10%) stock dividend and
(ii) a three for two (3 for 2) stock split declared by the Company,
Director's original option to purchase Twenty Thousand (20,000) shares of
Common Stock has been adjusted so that Director now has the right and option
to purchase all, or any part of, Thirty Three Thousand (33,000) shares of
Common Stock; and
WHEREAS, the Company and Director both wish to amend the 1992 Option
Agreement to conform it to the terms of the Company's 1995 Director Stock
Option plan, specifically with respect to the term of and the time for
exercise of the option.
NOW, THEREFORE, in consideration of the premises and of the terms and
conditions hereinafter set forth, the parties agree as follows:
1. AMENDMENT TO THE 1992 OPTION AGREEMENT.
Paragraph 4 of the 1992 Option Agreement is hereby amended and
restated in its entirety to read as follows:
4. TERM OF OPTION. To the extent vested, and except as
otherwise provided in this Agreement, the Option shall be
exercisable for ten (10) years from the date of this
Agreement; provided, however, that in the event that
Director ceases to be a director of the Company, for any
reason or no reason, with or without cause, Director or his
legal representative shall have three (3) years from the
date of such termination of his position as a director to
exercise any part of the Option vested pursuant to sections
3 or 4 of this Agreement. Upon the expiration of such three
(3) year period, or, if earlier, upon the expiration date of
the Option as set forth above, the Option shall terminate
and become null and void.
2. All other terms and provisions of the 1992 Option Agreement shall
remain the same.
3. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original, but all of which shall constitute but
one and the same document.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed effective the date and year first written above.
GRAND CASINOS, INC.
By: /s/ Xxxxxxx Xxxx
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Xxxxxxx Xxxx
CFO & Secretary
DIRECTOR
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
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