Amended and Restated
MONARCH CASINO & RESORT, INC.
1993 Directors' Stock Option Plan
Adopted by the Board of Directors June 15, 1993
Amended by the Board of Directors September 14, 1993
Approved by the Stockholders June 15, 1994
Amended by the Board of Directors May 14, 1997
1. Purpose
The Monarch Casino & Resort, Inc. 1993 Directors' Stock Option Plan (the
"Plan") is intended to promote the interests of Monarch Casino & Resort, Inc.
(the "Corporation") and its subsidiaries by offering members of the Board of
Directors of the Corporation who are not employed as regular salaried officers
or employees of the Corporation or any of its subsidiaries (hereinafter
referred to as "Non-Employee Directors" or "Optionees") the opportunity to
participate in a stock option plan in order to encourage Non-Employee
Directors to take a long term view of the affairs of the Corporation; to
attract and retain new top-notch Non-Employee Directors; and to aid in
rewarding Non-Employee Directors for their services to the Corporation.
2. Administration
The Plan shall be administered by a Committee (the "Committee") of not
less than two Directors of the Corporation who are not eligible to participate
under the Plan, selected by and serving at the pleasure of its Board of
Directors (the "Board").
The Committee shall have the authority to otherwise interpret the Plan
and make all determinations necessary or advisable for its administration.
The Committee's decisions under the Plan shall be subject to the approval
of the Board
3. Eligibility
Only Non-Employee Directors will be eligible to be granted awards.
4. Stock Subject to the Plan
The stock from which awards may be granted shall be the Corporation's
$.01 par value Common Stock ("Common Stock"). When options are exercised, the
Corporation may either issue authorized but unissued shares of Common Stock or
transfer issued shares of Common Stock held in its treasury. The total number
of shares of Common Stock which may be granted as stock options shall not
exceed 75,000. If an option expires, or is otherwise terminated prior to its
exercise, the Common Stock covered by such an option immediately prior to such
expiration or other termination shall continue to be available for grant under
the Plan.
5. Grant and Amount of Options
5.1. Basic Grant
The date of the initial option grant for a Non-Employee Director serving
his or her term upon approval of the Plan shall be the date that the Plan is
approved by the stockholders. The date of the initial option grant for a Non-
Employee Director commencing his or her term shall be the date that he or she
becomes a member of the Board of Directors.
The initial option grant shall be to purchase 2 400 shares of Common
Stock (subject to adjustment per Section 7).
All annual awards of options shall be granted immediately following the
close of the annual stockholders' meeting, with the first annual grant
effective at the 1994 annual stockholders' meeting. All annual awards of such
option grants will be to purchase 2,400 shares of Common Stock (subject to
adjustment per Section 7) for five years following election to the Board.
5.2. Discretionary Grants
The Committee may recommend discretionary grants of options on terms
deemed appropriate by the Committee, subject to the approval of the Board.
6. Terms and Conditions of Options
Options shall be designated non-qualified options or not qualified as
Incentive Stock Options under Section 422A of the Internal Revenue Code of
1986, as amended (the "Code"), and shall be evidenced by written instruments
approved by the Committee. Such instruments shall conform to the following
terms and conditions.
6.1. Option Price
The option price shall be not less than the fair market value of the
shares of Common Stock under option. The fair market value per share shall be
the last reported sale price of the stock on such date on the NASDAQ National
Market System, or on such other stock exchange that the stock may be listed
from time to time. The option price shall be paid (i) in cash or (ii) in
shares of Common Stock of the Corporation having a fair market value equal to
such option price or (iii) in a combination of cash and shares of Common
Stock. The fair market value of shares of Common Stock delivered to the
Corporation pursuant to the immediately preceding sentence shall be determined
on the basis of the last reported sale price of the stock on the NASDAQ
National Market System on the day next preceding the day of exercise on which
there was such a sale.
6.2. Exercise and term of options
Each option shall be exercisable six months and one day after the date of
grant.
Except in special circumstances or as provided in Discretionary Grants
pursuant to Section 5.1 hereof, each option shall expire the latter of the
fifth anniversary of the date of its grant or nine months after the Non-
Employee Director retires, whichever occurs first.
After becoming exercisable, each option shall remain exercisable until
expiration or termination of the option. After becoming exercisable an option
may be exercised by the Optionee from time to time, in whole or part, up to
the total number of shares with respect to which it is then exercisable. The
Committee may provide that payment of the option exercise price may be made
following delivery of the certificate for the exercised shares.
Upon the exercise of a stock option, the purchase price will be payable
in full in cash or its equivalent in property acceptable to the Corporation.
In the discretion of the Committee, the purchase price may be paid by the
assignment and delivery to the Corporation of shares of Common Stock or a
combination of cash and such shares equal in value to the purchase price. Any
shares of Common Stock so assigned and delivered to the Corporation in payment
or partial payment of the purchase price will be valued at Fair Market Value
on the exercise date. Upon the exercise of a non-qualified stock option, the
Corporation shall withhold from the shares of Common Stock to be issued to the
eligible Optionee the number of shares necessary to satisfy the Corporation's
obligation to withhold Federal taxes, such determination to be based on the
shares' Fair Market Value on the date of exercise.
6.3. Termination of Directorship
If an Optionee ceases, other than by reason of death or retirement to be
elected to serve on the Board of Directors, all options granted to such
Optionee and exercisable on the date of termination of Directorship shall
expire on the earlier of (i) the fifth anniversary after the date of grant or
(ii) nine months after the day such Optionee's term ends.
6.4. Exercise upon death of optionee
If an Optionee dies, the option may be exercised, to the extent of the
number of shares that the Optionee could have exercised on the date of such
death, by the Optionee's estate, personal representative or beneficiary who
acquires the option by will or by the laws of descent and distribution. Such
exercise may be made at any time prior to the earlier of (i) the fifth
anniversary after the date of grant or (ii) the second anniversary of such
Optionee's death. On the earlier of such dates, the option shall terminate.
The Committee may approve all cash payments to the estate of an Optionee if
circumstances warrant such a decision.
6.5. Assignability
No option shall be assignable or transferable by the Optionee except by
will or by the laws of descent and distribution and during the lifetime of the
Optionee the option shall be exercisable only by such Optionee.
7. Capital Adjustments
The number and price of shares of Common Stock covered by each award of
options and the total number of shares that may be granted under the Plan
shall be proportionally adjusted to reflect, as deemed equitable and
appropriate by the Committee and subject to any required action by the
stockholders, any stock dividend or split, recapitalization, merger,
consolidation, spin-off, reorganization, combination or exchange of shares or
other similar corporate change.
8. Change of Control
Notwithstanding the provisions of Section 6, in the event of a change of
control, all vesting on all unexercised stock options will accelerate to the
change of control date. For purposes of this Plan, a "Change of Control" of
the Corporation shall be deemed to have occurred at such time as (a) any
"person" (as the term is used in Section 13(d) and 14(d) of the Securities
Exchange Act of 1934 ("Exchange Act")) becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Corporation representing 25 0% or more of the combined
voting power of the Corporation's outstanding securities ordinarily having the
right to vote at the election of directors; or (b) individuals who constitute
the Board of Directors on the date hereof (the "Incumbent Board") cease for
any reason to constitute at least a majority thereof, provided that any person
becoming a director subsequent to the date hereof whose election was approved
by at least a majority of the directors comprising the Incumbent Board, or
whose nomination for election was approved by a majority of the Board of
Directors of the Corporation serving under an Incumbent Board, shall be, for
purposes of this clause (b), considered as he or she were a member of the
Incumbent Board; or (c) merger, consolidation or sale of all or substantially
all the assets of the Corporation occurs, unless such merger or consolidation
shall have been affirmatively recommended to the Corporation's stockholders by
a majority of the Incumbent Board; or (d) a proxy statement soliciting proxies
from stockholders of the Corporation by someone other than the current
management of the Corporation seeking stockholder approval of a plan or
reorganization, merger or consolidation of the Corporation with one or more
corporations as a result of which the outstanding shares of the Corporation's
securities are actually exchanged for or converted into cash or property or
securities not issued by the Corporation unless the reorganization, merger or
consolidation shall have been affirmatively recommended to the Corporation's
stockholders by a majority of the Incumbent Board.
9. Approvals
The issuance of shares pursuant to this Plan is expressly conditioned
upon obtaining all necessary approvals from the Nevada Gaming Commission and
upon obtaining stockholder approval of the Plan.
10. Effective Date of Plan
The effective date of the Plan is June 14, 1993.
11. Term: Amendment of Plan
This Plan shall expire on June 13, 2003 (except to options outstanding on
that date). The Board may terminate the Plan at any time. The Board may amend
the Plan at any time, provided however, the provisions of Section 5 pertaining
to the amount of options to be granted and the timing of such option grants
and the provisions of Section 6.1 pertaining to the option price of the Common
Stock under option shall not be amended more than once every six months, other
than to comport with changes in the Internal Revenue Code or the rules
thereunder. Further provided however, that, without the approval of the
holders of a majority of the outstanding shares of Common Stock; the total
number of shares that may be sold, issued or transferred under the Plan may
not be increased (except by adjustment pursuant to Section 7); the provisions
of Section 3 regarding eligibility may not be modified; the purchase price at
which shares may be offered pursuant to options may not be reduced (except by
adjustment pursuant to Section 7); and the expiration date of the Plan may not
be extended and no change may be made which would cause the Plan not to comply
with Rule 1 6b-3 of the Exchange Act, as amended from time to time. No action
of the Board or stockholders, however, may, without the consent of an
Optionee, alter or impair such Optionee's rights under any option previously
granted.
12. Withholding Taxes
The Corporation shall have the right to deduct withholding taxes from any
payments made pursuant to the Plan or to make such other provisions as it
deems necessary or appropriate to satisfy its obligations to withhold Federal,
state or local income or other taxes incurred by reason of payments or the
issuance of shares of Common Stock under the Plan. Whenever under the Plan,
shares of Common Stock are to be delivered upon exercise of an option, the
Committee shall be entitled to require as a condition of delivery that the
grantee remit an amount sufficient to satisfy all Federal, state and other
government withholding tax requirements related thereto.
13. Plan Not A Trust
Nothing contained in the Plan and no action taken pursuant to the Plan
shall create or be construed to create a trust of any kind, or a fiduciary
relationship, between the Corporation and any Optionee, the executor,
administrator or other personal representative, or designated beneficiary of
such Optionee, or any other persons. Any reserves that may be established by
the Corporation in connection with the Plan shall continue to be part of the
general funds of the Corporation and no individual or entity other than the
Corporation shall have any interest in such funds until paid to an Optionee.
If and to the extent that any Optionee or such Optionee's executor,
administrator or other personal representative, as the case may be, acquires a
right to receive any payment from the Corporation pursuant to the Plan, such
right shall be no greater than the right of an unsecured general creditor of
the Corporation.
14. Notices
Each Optionee shall be responsible for furnishing the Committee with the
current and proper address for the mailing of notices and delivery of
agreements, Common Stock and cash pursuant to the Plan. Any notices required
or permitted to be given shall be deemed given if directed to the person to
whom addressed at such address and mailed by regular United States mail,
first-class and prepaid. If any item mailed to such address is returned as
undeliverable to the addressee, mailing will be suspended until the Optionee
furnishes the proper address. This provision shall not be construed as
requiring the mailing of any notice or notification if such notice is not
required under the terms of the Plan or any applicable law.
15. Separability of Provisions
If any provision of this Plan shall be held invalid or unenforceable,
such invalidity or unenforceability shall not affect any other provisions
hereof, and this Plan shall be construed and enforced as if such provisions
had not been included.
16. Payment to Minors, etc.
Any benefit payable to or for the benefit of a minor, an incompetent
person or other person incapable of receipting therefor shall be deemed paid
when paid to such person's guardian or to the party providing or reasonably
appearing to provide for the care of such person, and such payment shall fully
discharge the Committee, the Corporation and other parties with respect
thereto.
17. Headings and Captions
The headings and captions herein are provided for reference and
convenience only, shall not be considered part of the Plan, and shall not be
employed in the construction of the Plan.
18. Controlling Law
This Plan shall be construed and enforced according to the laws of the
State of Nevada to the extent not preempted by Federal law, which shall
otherwise control.