AZTAR CORPORATION OPTION TO PURCHASE STOCK
EXHIBIT 10.2
AZTAR CORPORATION
Number of Option Shares: ____________
Date of Grant: _______________
Aztar Corporation, a Delaware corporation (the "Company"), pursuant to its 2000 Nonemployee Directors Stock Option Plan, as Amended and Restated December 5, 2001 (the "Plan"), a copy of which has been previously provided to you and is incorporated by reference, hereby grants to _________ (the "Director") a non-qualified option to purchase _______ shares of Common Stock of the Company held in the Company's treasury, par value $0.01 per share ("Common Stock"), on the terms and subject to the conditions hereinafter set forth at a price per share equal to $_______. Acceptance of this option will be deemed to be agreement by the Director to the terms and conditions set forth in this option and the Plan. Any capitalized terms used herein that are not otherwise defined shall have the meaning provided in the Plan.
1. Expiration and Vesting. (a) the option shall be fully vested by the __________ anniversary date of the option grant (the "Vesting Period"), (b) the option with respect to 6,000 shares shall vest immediately upon grant and (c) the option, with respect to the remaining shares, shall vest pro rata on each anniversary date of the grant over the remainder of the Vesting Period. Unless otherwise sooner terminated in accordance with the provisions of this Plan, the option shall remain exercisable until a date that shall be ten years from the date of the grant provided above. In addition, the option shall not be exercisable until the expiration of any holding period that may be required by Rule 16b-3 promulgated under the Exchange Act (or any successor provision thereto) then applicable to the Plan.
2. Change of Control. Notwithstanding Section 1 above, in the event of a proposed dissolution or liquidation of the Company, in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Company with another company, or other similar transaction, then (a) the Participant shall have the right to exercise an option (at its then option price) for the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, or merger or consolidation by a holder of the number of shares of Common Stock subject to such award for which such award might have been exercised or realized immediately prior to such dissolution, liquidation or corporate separation or division, or merger or consolidation, and (b) the option shall vest and become exercisable in its entirely immediately prior to the consummation of any of the foregoing transactions in this Section 2.
3. Termination as Director. In the event that a Director's service as a director shall terminate for any reason, including disability or retirement (but other than by reason of death or for cause), this option, provided that it is exercisable at the time of such termination, shall terminate, unless earlier terminated in accordance with its terms, on the date that is eighteen (18) months after the date of such termination of service; provided, however, that if service as a Director shall terminate for cause, this option shall, to the extent not therefore exercised, terminate forthwith.
In the event of the death of the Director, this option (to the extent it is exercisable) may, unless earlier terminated in accordance with its terms, be exercised by the Director or by the Director's estate or by a person who acquired the right to exercise this option by bequest or inheritance or otherwise by reason of the death of the Directors, at any time within eighteen (18) months after the date of death of the Director.
4. No Assignment. During the lifetime of the Director, this option is exercisable only by the Director or his guardian or legal representative and neither this option nor any right or privilege pertaining thereto may be transferred, assigned, pledged or hypothecated in any way, by operation of law or otherwise, and shall not be subject to execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option, or any right or privilege pertaining thereto, otherwise than by will or by the laws of descent and distribution, or upon the levy of any execution, attachment or similar process thereupon, this option, and all rights and privileges given hereby shall immediately become null and void.
5. Exercise of Option. Subject to the conditions set forth in Section 1 hereof, this option may be exercised only by the execution and delivery by the Director (or any person entitled to act under Sections 3 or 4 hereof) to the Company of a written notice of exercise in the form attached hereto as Exhibit A (with appropriate changes in the case of a deceased Director), specifying the number of shares to be purchased and accompanied by payment in full for the shares purchased, either (i) in cash; (ii) by the delivery of such number of shares of the Company's Common Stock having a Fair Market Value equal to the option price stated in this option; or (iii) any combination of cash and shares of the Company's Common Stock valued as of the date and in the manner provided in (ii) above. "Fair Market Value" of Common Stock on any given day means (i) the closing sales price per share of Common Stock on a national securities exchange for the last preceding date on which there was a sale of such Common Stock on such exchange, or (ii) if the shares of Common Stock are then traded on an over-the-counter market, the average of the closing bid and asked prices for the last preceding date on which there was a sale of such Common Stock in such market, or (iii) if the shares of Common Stock are not then listed on a national securities exchange or traded in an over-the-counter market, such value as determined by a nationally recognized appraisal firm or investment bank. No fractional share of Common Stock shall be issued or transferred and any such fractional share shall be eliminated by the Director paying the Company, in cash, an amount necessary to round the fraction up to a full share.
6. Delivery of Shares. The Company shall, upon payment of the exercise price per share for the number of shares purchased and paid for, make prompt delivery to the Director of a certificate or certificates evidencing such shares.
7. Tax Withholding. It shall be a condition to the obligation of the Company to issue or transfer shares of Common Stock upon the exercise of this option the purchase price is paid in shares of Common Stock or cash, that the Director (or any person entitled to act under Sections 3 or 4 hereof) pay to the Company, upon its demand, such amount as may be requested by the Company for the purpose of satisfying any obligation it may have to withhold federal, state or local income or other taxes incurred by the Company by reason of the exercise of this option. If the amount requested is not paid, the Company may refuse to issue or transfer shares of Common Stock upon exercise of this option.
8. Other Restrictions. Notwithstanding the provisions of Sections 1 and 2 hereof, the exercise of this option, and the Company's obligation to sell and deliver shares of Common Stock pursuant to any such exercise, shall be subject to all applicable federal and state laws, rules and regulations and to such approvals by any regulatory or government agency as may be required. The Company shall not be required to issue or deliver any certificate or certificates for shares of its Common Stock prior to the completion of any registration or other qualification of such shares under any state or federal law or rulings or regulations of any government body, which the Company shall, in its sole discretion, determine to be necessary or advisable or the determination by the Company, in its sole discretion, that there is an available exemption to such registration or a qualification.
9. Amendment. Except as provided herein, this option may not be amended or otherwise modified in a manner that is adverse to the interests of the Director unless evidenced in writing and signed by the Company and the Director.
10. Binding on Successors. The provisions of this Agreement shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Director and, to the extent applicable, the Employee's legal representative.
11. Governing Law. The validity, interpretation, performance and enforcement of this option and the Director's rights hereunder shall for all purposes be governed by the laws of the State of Delaware without giving effect to the principles of conflicts of laws thereof.
12. 2000 Nonemployee Directors Stock Option Plan as Amended and Restated December 5, 2001. The provisions hereof shall be subject to all the terms, provisions and conditions of the Plan (as amended from time to time by the Board of Directors of the Company within the limitations permitted by the Plan) and the rules and regulations relating to the Plan prescribed by the Committee, and this option and the Plan and said rules and regulations relating thereto shall be construed as one instrument and in the event of any inconsistency the provisions of the Plan as interpreted and construed by the Committee shall control.
13. Notices. All notices required hereby shall, unless otherwise provided herein, be mailed or delivered to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in writing by either of the parties to one another.
AZTAR CORPORATION
By: ____________________
Xxxxxx X. Xxxxxxxxx, Xx.
Vice President, Administration
0000 X. Xxxxxxxxx Xxxx, Xxxxx 000
Xxxxxxx, XX 00000
The foregoing option is hereby accepted on the terms and conditions set forth herein.
________________________
Director's Signature
________________________
Director's Social
Security Number
________________________
________________________
Director's Address
