Exhibit 99.8
------------
THIS CERTIFICATE AND AGREEMENT IS INTENDED TO PRESENT ONLY A SUMMARY OF THE
CORPORATION'S 1993 STOCK OPTION PLAN (THE "PLAN") AND THE TERMS APPLICABLE TO
THE STOCK OPTION EVIDENCED HEREBY. TO THE EXTENT THAT THERE IS ANY CONFLICT
BETWEEN THE TERMS HEREOF AND THOSE OF THE PLAN, THE TERMS OF THE PLAN SHALL
CONTROL.
No. R2999-10 Option to Purchase
Date of Grant 2/9/99 1,000,000 Shares
MANDALAY RESORT GROUP
Non-Qualified Stock Option Certificate and Agreement
----------------------------------------------------
THIS IS TO CERTIFY THAT, pursuant to paragraph 3.1 of the 1993 Stock Option
Plan (the "Plan") of MANDALAY RESORT GROUP (the "Corporation"), Xxxxxxx X.
Xxxxxxxxxx (the "Optionee") is granted, subject to the terms and conditions of
the Plan and subject to the terms and conditions of this Certificate and
Agreement (the "Certificate"), and as of the date of grant set forth above (the
"Date of Grant"), the right and option to purchase from the Corporation at the
per share price or prices set forth below, payable in the manner specified in
paragraph 1(b) hereof, a total of 1,000,000 shares of the Common Stock of the
Corporation (the "Stock"), such option to be exercisable according to the
following schedule:
Per Share
Exercise
Number of Shares Price Exercise Period
---------------- ---------- ----------------
333,333 $13.00 2/9/00 through 2/9/09
333,333 $13.00 2/9/01 through 2/9/09
333,334 $13.00 2/9/02 through 2/9/09
The option evidenced by this Certificate (the "Option") is intended to be a
non-statutory option not constituting an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code").
1. Additional Terms and Conditions. The Option is subject to the
-------------------------------
following additional terms and conditions:
(a) Time and Manner of Exercise. Except as otherwise provided in this
---------------------------
paragraph 1(a), the Option, to the extent the same is exercisable in accordance
with the foregoing schedule, is exercisable in whole or in part at any time or
from time to time until the expiration or termination of its term in accordance
with paragraph 1(c) hereof (or the expiration of the applicable exercise
period(s) specified in the foregoing schedule, if earlier than the Option
termination date) by giving written notice, signed by the Optionee, to the
Corporation (to the attention of the Corporation's Corporate Secretary) stating
the number of shares of Stock with respect to which the Option is being
exercised, accompanied by payment in full of the Option's exercise price for the
number of shares of Stock to be purchased. The date both such notice and payment
are received by the office of the Secretary of the Corporation shall be the date
of exercise of the Option as to such number of shares. Notwithstanding any
provision to the contrary, (i) at no time may the Option be exercised for less
than one hundred (100) shares of Stock unless the number of shares to be
acquired by exercise of the Option is the total number then purchaseable under
the Option, and (ii) the Option may not at any time be exercised with respect to
a fractional share.
(b) Payment of Exercise Price. The exercise price for the Option, and
-------------------------
any amount required to be withheld as provided in paragraph 1(f) hereof, may be
paid:
(i) In the United States dollars in cash, or by check, bank
draft, or money order payable in United States dollars to the order of the
Corporation; or
(ii) By delivery by the Optionee to the Corporation of whole
shares of Stock having an aggregate Fair Market Value (as defined in paragraph
2.1 of the Plan) on the date of payment equal to the aggregate of the exercise
price of the Stock as to which the Option is then being exercised or by the
withholding of whole shares of Stock having such Fair Market Value upon the
exercise of the Option; or
(iii) By a combination of both (i) and (ii) above.
The Committee (as defined in paragraph 2.1 of the Plan) may, in its
discretion, impose limitations, conditions and prohibitions on the use by the
Optionee of Stock to pay the exercise price for the Option. If the Fair Market
Value of the number of whole shares of Stock transferred or the number of whole
shares of Stock withheld (in either case, determined as of the date of exercise)
is less than the total exercise price, the shortfall must be paid in cash.
(c) Term of the Option. The Option shall expire on February 9, 2009,
------------------
but shall be subject to earlier termination as follows:
(i) In the event the Optionee's employment by, or relationship
with, the Corporation shall terminate for any reason other than those reasons
specified in subparagraphs (ii), (iii), (iv) or (v) hereof while the Optionee
holds the Option, then all rights of any kind under the Option which shall not
have previously lapsed or terminated shall expire immediately.
(ii) If the Optionee's employment by, or relationship with the
Corporation or its Subsidiaries (as defined in paragraph 2.1 of the Plan) shall
terminate as a result of the Optionee's total disability (as defined in
paragraph 3.7(b) of the Plan), the Option (which has not previously lapsed or
terminated) shall immediately become fully exercisable as to the total number of
shares of Stock subject thereto (whether or not exercisable to that extent at
the time of such termination) and shall remain so exercisable by the Optionee
for a period of six months after termination unless the Option expires earlier
by its terms.
(iii) In the event of the death of the Optionee, the Option
(which has not previously lapsed or terminated) shall immediately become fully
exercisable as to the total number of shares of Stock subject thereto (whether
or not exercisable to that extent at the time of death) by the executor or
administrator of the Optionee's estate or by the person or persons to whom the
deceased Optionee's rights thereunder shall have passed by will or by the laws
of descent or distribution, and shall remain so exercisable for a period of six
months after the Optionee's death unless the Option expires earlier by its
terms.
(iv) If the Optionee's employment by the Corporation shall
terminate by reason of the Optionee's retirement in accordance with Corporation
policies, the Option (which has not previously lapsed or terminated) shall
immediately become fully exercisable as to the total number of shares of Stock
subject thereto (whether or not exercisable to that extent at the time of such
termination) and shall remain so exercisable by the Optionee for a period of
three months after termination, unless the Option expires earlier by its terms.
(v) In the event the Corporation terminates the employment of
the Optionee who at the time of such termination was an officer of the
Corporation and had been continuously employed by the Corporation during the
five year period immediately preceding such termination, for any reason except
"good cause" (as defined in paragraph 3.7(e) of the Plan) and except upon the
Optionee's death, total disability or retirement in accordance with Corporation
policies, the Option (which has not previously lapsed or terminated and which
has been held by the Optionee for more than six months prior to such
termination) shall immediately become fully exercisable as to the total number
of shares of Stock subject thereto (whether or not exercisable to that extent at
the time of such termination) and shall remain so exercisable for a period of
three months after such termination unless the Option expires earlier by its
terms.
(d) Restrictions on Transferability. The Option shall not be
-------------------------------
transferable except by will or the laws of descent and distribution, and shall
not be exercisable during the Optionee's lifetime by any person other than the
Optionee or his guardian or legal representative.
(e) Limitation of Rights. Neither the Optionee nor the Optionee's
--------------------
successor or successors in interest shall have any rights as a stockholder of
the Corporation with respect to
any shares of Stock subject to the Option until the date of issuance of a stock
certificate for such shares of Stock.
(f) Tax Withholding. The Committee shall be entitled, in accordance
---------------
with the provisions of paragraph 4.3 of the Plan, to withhold, or require the
Optionee to remit to the Corporation, an amount sufficient to satisfy any
withholding or other tax due with respect to any shares of Stock issuable
pursuant to the Option.
(g) Limitation as to Employment. Neither the Plan, nor the granting
---------------------------
of the Option, nor any other action taken pursuant to the Plan shall constitute
or be evidence of any agreement or understanding, express or implied, that the
Optionee has a right to continue as an employee of the Corporation or any
"Subsidiary" as defined in the Plan for any period of time or at any particular
rate of compensation.
(h) Capital Adjustments. In the event of changes to the outstanding
-------------------
shares of Stock of the Corporation through reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, stock
dividend, stock consolidation or otherwise, or in the event of a sale of all or
substantially all of the assets of the Corporation, an appropriate and
proportionate adjustment shall be made in the number and kind of shares and/or
the exercise price per share of the Option (or any unexercised portion thereof).
Notwithstanding the foregoing, in the case of a reorganization, merger or
consolidation, or sale of all or substantially all of the assets of the
Corporation, in lieu of adjustments as aforesaid, the Committee may in its
discretion accelerate the date after which the Option may or may not be
exercised or the stated expiration date thereof. Adjustments or changes under
paragraph 4.1 of the Plan shall be made by the Committee, whose determination as
to what adjustments or changes shall be made, and the extent thereof, shall be
final, binding and conclusive.
(i) No Obligation to Exercise Option. The Optionee shall be under no
--------------------------------
obligation to exercise the Option in whole or in part.
2. Authority of the Committee. The Committee shall have full authority to
--------------------------
interpret the terms of the Plan and this Certificate. The decision of the
Committee on any such matter of interpretation or construction shall be final,
binding and conclusive.
3. Investment Representation. Upon the exercise of all or any part of the
-------------------------
Option, the Committee may require the Optionee to furnish to the Corporation an
agreement (in such form as the Committee may specify) in which the Optionee
shall represent that the shares of Stock to be acquired by exercise of the
Option are to be acquired for the Optionee's own account for investment and not
with a view to the sale or distribution thereof.
4. Optionee Bound by the Plan, etc. The Optionee hereby acknowledges
-------------------------------
receipt of a copy of the Plan, agrees to be bound by all the terms and
provisions thereof, and understands that in the event of any conflict between
the terms of the Plan and of this Certificate, the terms of the Plan shall
control.
IN WITNESS WHEREOF, the Corporation has caused this Certificate to be
executed by the Chairman of the Board this 27th day of November, 2001.
MANDALAY RESORT GROUP
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Chairman of the Board
The Optionee agrees to hold the Option subject to the terms and conditions set
forth in this Certificate.
/s/ Xxxxxxx X. Xxxxxxxxxx
--------------------------------------------
Signature of Optionee
