EXHIBIT 10.25
STATION CASINOS, INC.
DEFERRED COMPENSATION PLAN FOR EXECUTIVES
(As Amended and Restated)
Effective September 30, 1999
* * * * *
SECTION 1. PURPOSE. The purpose of the Plan is for the Company to
provide certain select executives of the Company with an opportunity to defer
receipt of compensation for services rendered to the Company. It is intended
that the Plan shall aid the Company in retaining and attracting employees whose
abilities, experience and judgment can contribute to the continued progress of
the Company. This Plan is a continuation of the Company's Deferred Compensation
Plan for Executives originally effective November 30, 1994.
SECTION 2. DEFINITIONS.
(a) "Account(s)" means the Deferred Compensation Account, the
Supplemental Contributions Account and/or the Matching Contributions Account, as
the context requires.
(b) "Bonus" means any special and/or discretionary
compensation amounts in excess of Salary, determined by the Company to be
payable to a Participant with respect to services rendered.
(c) "Change of Control" means and shall be deemed to have
occurred if a "change of control," as the same is defined in the Indenture dated
March 29, 1996, governing the
Company's $198,000,000 principal amount of Senior Subordinated Notes Due 2006
and as in effect on the date of the initial issuance of such securities,
occurs.
(d) "Committee" means the Human Resources Committee of the
Company's Board of Directors.
(e) "Company" means Station Casinos, Inc.
(f) "Continuous Service" means a Participant's uninterrupted
service with the Company or any affiliate whether before or after the date of
original effectiveness of the Plan. Service shall not be deemed interrupted by a
leave of absence authorized by the Committee, an absence due to mandatory
military service or an absence due to disability while the Participant is
receiving benefits under any short-term or long-term disability plan or
arrangement maintained or sponsored by the Company.
(g) "Deferred Compensation" means the sum of Salary and Bonus
that are the subject of an elective deferral under Section 5.
(h) "Deferred Compensation Account" means the bookkeeping
account established for a Participant under the Plan and to which Deferred
Compensation amounts with respect to such Participant are credited from time to
time, as adjusted from time to time as provided in the Plan.
(i) "Deferred Compensation Election Form" means the form
pursuant to which Eligible Executives elect to become Participants in the Plan
and defer compensation thereunder, in such form as the Committee determines from
time to time in its sole discretion.
(j) "Disability" means mental or physical disability as
determined by the Committee in accordance with standards and procedures similar
to those under the Company's broad-based regular long-term disability plan, if
any. At any time that the Company does not
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maintain such a long-term disability plan, Disability shall mean the
inability of a Participant, as determined by the Committee, substantially to
perform such Participant's regular duties and responsibilities due to a
medically determinable physical or mental illness which has lasted (or can
reasonably be expected to last) for a period of six (6) consecutive months.
(k) "Eligible Executive" means any employee of the Company
being paid Salary at a rate in excess of the amount specified in Section
401(a)(17) of the Internal Revenue Code of 1986, as amended, and who is selected
for participation by the Committee.
(l) "Matching Contributions Account" means the bookkeeping
account established for a Participant under the Plan and to which the Company's
matching contributions under Section 5(b) of the Plan are credited from time to
time, as adjusted from time to time under the Plan.
(m) "Participant" means an Eligible Executive who has elected
to defer Salary and/or Bonus amounts pursuant to the Plan or on whose behalf the
Company has made a supplemental contribution under Section 5(c).
(n) "Plan" means The Station Casinos, Inc. Deferred
Compensation Plan for Executives, as set forth herein and as amended from time
to time.
(o) "Plan Year" means the calendar year.
(p) "Salary" means the regular base compensation paid by the
Company to an employee (without regard to any reduction thereof pursuant to the
Plan or any thrift or savings plan maintained by the Company), exclusive of
Bonus payments and any other incentive payments made by the Company to such
employee.
(q) "Stock Unit" shall mean a right to receive one share of
common stock of the Company under Section 6 of this Plan.
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(r) "Supplemental Contributions Account" means the
bookkeeping account established for the Participant under the Plan and to
which the Company's supplemental contributions under Section 5(c) of the Plan
are credited from time to time, as adjusted from time to time under the Plan.
(s) "Unforeseeable Emergency" means a severe financial
hardship to the Participant resulting from a sudden and unexpected illness or
accident of the Participant or a dependent of the Participant, loss of the
Participant's property due to casualty, or other similar extraordinary
unforeseeable circumstances arising as a result of events beyond the control
of the Participant.
SECTION 3. ELIGIBILITY. Individuals eligible to participate in the
Plan shall consist of the Eligible Executives of the Company.
SECTION 4. ADMINISTRATION.
(a) The Plan shall be administered by the Committee. The
Committee is authorized to construe and interpret the Plan and promulgate,
amend and rescind rules and regulations relating to the implementation,
administration and maintenance of the Plan. Subject to the terms and
conditions of the Plan, the Committee shall make all determinations necessary
or advisable for the implementation, administration and maintenance of the
Plan including, without limitation, determining the Eligible Executives and
correcting any technical defect(s) or technical omission(s), or reconciling
any technical inconsistency(ies), in the Plan. The Committee may designate
persons other than members of the Committee to carry out the day-to-day
ministerial administration of the Plan under such conditions and limitations
as it may
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prescribe; PROVIDED, HOWEVER, that the Committee shall not delegate its
authority with regard to the determination of Eligible Executives. The
Committee's determinations under the Plan need not be uniform and may be made
selectively among Participants, whether or not such Participants are
similarly situated. Any determination, decision or action of the Committee in
connection with the construction, interpretation, administration,
implementation or maintenance of the Plan shall be final, conclusive and
binding upon all Participants and any person(s) claiming under or through any
Participants.
(b) The Company will indemnify and hold harmless the
Committee and each member thereof against any cost or expense (including
without limitation attorney's fees) or liability (including without
limitation any sum paid in settlement of a claim with the approval of the
Company) arising out of any act or omission to act, except in the case of
willful gross misconduct or gross negligence.
SECTION 5. PARTICIPATION; ELECTIVE DEFERRALS; MATCHING
CONTRIBUTIONS; SUPPLEMENTAL CONTRIBUTIONS; ADJUSTMENT OF STOCK UNITS.
(a) To elect to participate in the Plan for a particular
Plan Year, an Eligible Executive must execute a Deferred Compensation
Election Form and file such form with the Committee (or its designee) before
the commencement of such Plan Year; PROVIDED that the amount of Bonus
deferred by the Executive may be determined by amendment to the Deferred
Compensation Election Form made during the Plan Year but prior to the
determination of the amount of such Bonus. To participate in the Plan during
the first year in which an individual becomes eligible to participate in the
Plan, the new Eligible Executive must make an election to defer Salary
compensation for services to be performed subsequent to the election and/or
to defer
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Bonus compensation, in each case, within 30 days after the date the new
Eligible Executive becomes eligible. Such election shall:
(i) contain a statement that the Eligible Executive elects to
defer a portion of the Eligible Executive's Salary (up to 50% thereof,
in increments of 1%) and/or Bonus (up to 100% thereof, in increments of
1%) for a specified Plan Year that becomes payable to the Eligible
Executive after the filing of such;
(ii) apply only to the Salary otherwise payable to the
Eligible Executive during the Plan Year for which such election is made
and to any Bonus payment that is attributable to the Eligible
Executive's services rendered to the Company during the Plan Year for
which such election is made (whether or not actually payable in such
Plan Year);
(iii) be irrevocable with respect to the Plan Year to which it
applies; and
(iv) if the Eligible Executive so desires, specify a date, no
earlier than thirteen months after the date such election is made, that
the vested accrued balances of his or her Accounts will be paid
pursuant to Section 6 below. Absent such election, the vested accrued
balances of his or her Accounts will be paid following his or her
termination of employment in accordance with Section 6 below. A
Participant may change his or her election as to the date on which the
vested accrued balances of his or her Accounts will be paid at any time
prior to the payment of such amounts; PROVIDED, HOWEVER, that such
election to change the distribution date shall only be effective with
respect to payments of vested accrued Account balances to be made no
earlier than 13 months after the date of such election. If a
Participant was to receive payment of the vested accrued balances of
his or her Accounts prior to the date which is 13 months after the date
of such election,
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such Participant's vested accrued Account balances shall be paid in
accordance with his or her most recent other election made more than
13 months prior to the payment date of his or her vested accrued
Account balances.
Upon receipt of an Eligible Executive's deferral election, the Company shall
establish as an accounting entry an individual Deferred Compensation Account for
such Eligible Executive and such Eligible Executive shall become a Participant
under the Plan. Thereafter, the Company shall credit the Executive's Deferred
Compensation Account with all Deferred Compensation which would otherwise have
been payable to the Eligible Executive in the absence of an election under the
Plan. All amounts credited to the Deferred Compensation Account shall be
credited in the form of Stock Units. The Deferred Compensation Account shall be
credited no less frequently than the first day of each month in an amount equal
to the sum of the Deferred Compensation that would otherwise have been paid by
the Company in accordance with the Company's normal payroll practices for the
immediately preceding month. The number of Stock Units credited to a
Participant's Deferred Compensation Account shall equal the dollar amount
deferred for credit to such account divided by the fair market value of one
share of common stock of the Company, determined as the closing price on the
market on which the common stock of the Company is listed (the "Fair Market
Value of the Common Stock") on any day prior to the seventh calendar day after
the date a deferral amount is credited to the Deferred Compensation Account.
Fractional Stock Units will be used. Each Stock Unit shall be deemed to pay
dividends and distributions as if it were one share of common stock of the
Company and any such deemed dividends or distributions will result in the
crediting of additional Stock Units to the Deferred Compensation Account as of
the first day of the month following the month in which such dividends or
distributions were paid, with the number of Stock Units so credited to
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be calculated in the manner set forth above for deferrals. Such deferral
amounts and deemed dividends and distributions, which are pending the
crediting of Stock Units to the Deferred Compensation Account, shall not be
credited with any earnings. After the crediting of Stock Units to the
Deferred Compensation Account, subsequent fluctuations in the Fair Market
Value of the Common Stock shall not effect any change in the number of such
Stock Units then credited to the Deferred Compensation Account.
(b) At the beginning of each month, the Company shall, if
on the first day of any such month the Participant is employed by the
Company, credit matching contributions to the Participant's Matching
Contributions Account in an amount up to 10% of the salary amounts actually
deferred under the Plan by the Participant in respect of the preceding month
and up to 10% of the Bonus the Executive elected to defer on the then current
Deferred Compensation Election Form (as adjusted for amendments) for such
Plan Year. The Company match percentage cannot exceed the percentage deferred
by the Participant. Such matching contributions shall be credited in Stock
Units calculated in the same manner as Deferred Compensation is calculated.
(c) From time to time, the Company may, in its sole
discretion, credit supplemental contributions to the Participant's
Supplemental Contributions Account in such amounts as the Company shall
determine in its sole discretion. Such supplemental contributions shall be
credited in Stock Units calculated in the same manner as Deferred
Compensation is calculated.
(d) In the event that the Committee determines that any
dividend or other distribution (whether in the form of cash, common stock,
other securities or other property), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up,
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spin-off, combination or other similar transaction or event affects the
common stock of the Company such that an adjustment is determined by the
Committee, in its discretion, to be necessary or appropriate, the Committee
may, in such manner as it in good faith deems equitable, adjust any or all of
the number of shares of common stock, other property (including cash) or
other securities represented by a Stock Unit.
(e) At the end of each Plan Year and at the time any
payment or distribution is made in accordance with this Plan, the Accounts
(or in the case of a payment or distribution, the Accounts from which the
payment or distribution is made) shall be adjusted in the following manner:
(i) if the Fair Market Value of the Common Stock increases by 4% or more as
of the end of a Plan Year (or a prorated portion of 4% if calculated for a
mid-year payment or distribution) no adjustment will be made, (ii) if the
Fair Market Value of the Common Stock does not increase by at least 4% as of
the end of a Plan Year (or a prorated portion of 4% if calculated for a
mid-year payment or distribution), each Participant's Accounts will be
credited with Stock Units at the time of calculation sufficient to make the
Fair Market Value of the Common Stock represented by Stock Units in each
Participant's Accounts equal to the sum of (1) the aggregate balance of his
or her Accounts at the beginning of the Plan Year plus (2) the aggregate
balance of his or her Accounts at the beginning of the Plan Year multiplied
by 4% (or a prorated portion of 4% for a mid-year payment or distribution)
plus (3) the amount of all the contributions made to the Participant's
Accounts during the Plan Year plus (4) the product of the amount of all the
contributions made to the Participant's Accounts during the Plan Year
multiplied by 4% (or a prorated portion of 4% to the extent any portion of
the contributions were invested in the Accounts for less than the full Plan
Year with respect to each such portion and each such partial Plan Year).
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SECTION 6. PAYMENT OF DEFERRED COMPENSATION. The vested accrued
balances in a Participant's Deferred Compensation Account, Matching
Contributions Account and Supplemental Account shall be paid to a Participant,
or, in the case of any Participant's death prior to payment, the Participant's
designated beneficiary(ies), only in common stock of the Company with one share
of such common stock being issued for each Stock Unit no later than the earlier
of (i) fifteen business days after the end of the month in which the termination
of the Participant's employment occurs, or (ii) the date specified by the
Participant on his or her most recent Deferred Compensation Election Form
submitted to the Company in accordance with Section 5(a)(iv) above; PROVIDED,
HOWEVER, that if any portion of the vested accrued balance in a Participant's
Accounts is to be distributed in a Plan Year in which all or a portion of such
distribution would not be deductible by the Company because of Section 162(m) of
the Internal Revenue Code of 1986, as amended, the Company may, in its sole
discretion, delay the payment of the nondeductible portion of such Participant's
Accounts until such time as the Company determines the payment of such amounts
will be deductible by the Company.
SECTION 7. VALUATION. At the end of each Plan Year, the vested and
unvested balances in the Deferred Compensation Account, Supplemental
Contributions Account and the Matching Contributions Account of each Participant
shall be determined by the Company, taking into account any increase therein for
such Plan Year as a result of deemed dividends or distributions. The balance
determined, as of the end of each Plan Year, shall be communicated in writing to
each Participant as soon as practicable after the end of the Plan Year. In the
case of any termination of employment under Section 6(i) above, the vested and
unvested balances in the Deferred Compensation Account, Supplemental
Contributions Account and the Matching Contributions Account of any affected
Participant shall be determined by the Company as of the end of the month in
which there occurs any such termination of employment, also taking into account
any increase therein for such Plan Year to date as a result of any deemed
dividends or distributions. In the case of a payment to a Participant under
Section 6(ii) above, the vested and unvested balances in the
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Deferred Compensation Account, Supplemental Contributions Account and the
Matching Contributions Account of any affected Participant shall be
determined by the Company as of the last day of the calendar month ending at
least 15 days prior to the date of such payment, also taking into account any
increase therein for such Plan Year to date as a result of any deemed
dividends or distributions.
SECTION 8. DISTRIBUTIONS IN CASES OF HARDSHIP. The Committee may make
distributions to a Participant from the vested balances in such Participant's
Deferred Compensation Account, Supplemental Contributions Account or Matching
Contributions Account upon a showing by such Participant that an Unforeseeable
Emergency has occurred. Such distributions shall be limited to the amount shown
to be necessary to meet the Unforeseeable Emergency.
SECTION 9. VESTING. Notwithstanding anything contained herein to the
contrary, a Participant's accrued balance in such Participant's Deferred
Compensation Account (and the amounts payable with respect thereto) shall be
fully vested at all times. A Participant's accrued balance in such Participant's
Matching Contributions Account (and the amounts
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payable with respect thereto) and in such Participant's Supplemental
Contributions Account (and the amounts payable with respect thereto) shall,
in each case, be vested as to 20% of the balance in such Account for each
year of Continuous Service completed by the Participant and shall be fully
vested after the Participant has completed five years of Continuous Service.
Notwithstanding the immediately preceding sentence, if (a) the Participant
dies, (b) the Participant's employment with the Company is terminated due to
Disability or (c) a Change of Control occurs, such Participant's accrued
balance in the Matching Contributions Account and Supplemental Contributions
Account shall be fully vested as of the date of death, the date of such
termination or the date of any such Change of Control, as the case may be.
SECTION 10. FORFEITURE. Upon any Participant's termination of
employment other than due to death or Disability, such Participant's accrued
balance in such Participant's unvested Matching Contributions Accounts (and
the amounts payable with respect thereto) and in such Participant's unvested
Supplemental Contributions Account (and the amounts payable with respect
thereto) shall, in each case, be forfeited by such Participant.
SECTION 11. AMENDMENT; TERMINATION. The Plan may be amended,
modified or terminated at any time by the Committee except that no such
amendment, modification or termination shall have a material adverse effect
on the accrued balance of any Participant's Deferred Compensation Account,
Supplemental Contributions Account and/or Matching Contributions Account as
of the effective date of any such amendment, modification or termination
(without the consent of the Participant (or, if the Participant is dead, his
or her beneficiary(ies))); PROVIDED HOWEVER, that a termination of the Plan
followed by a distribution of
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all vested and unvested account balances shall be deemed to not have a
material adverse effect on a Participant's accrued balances.
SECTION 12. PARTICIPANT'S RIGHTS UNSECURED; NO DUTY TO INVEST. The
right of a Participant to receive any payment or distribution hereunder shall
be an unsecured claim against the general assets of the Company. No Company
assets shall in any way be subject to any prior claim by any Participant. The
Company shall have no duty whatsoever to set aside or invest any amounts
credited to any Deferred Compensation Account, Supplemental Contributions
Account or Matching Contributions Account established under the Plan. Nothing
in the Plan shall confer upon any employee of the Company any right to
continued employment with the Company, nor shall it interfere in any way with
the right, if any, of the Company to terminate the employment of any employee
at any time for any reason. A Participant shall have no right, title, or
interest whatsoever in or to any specific assets of the Company, nor any
investments, if any, which the Company may make to aid it in meeting its
obligations hereunder. Nothing contained in this Plan, and no action taken
pursuant to its provisions, shall create or be construed to create a trust of
any kind, or a fiduciary relationship, between the Company and any
Participant or any other person. The Company may enter into a "rabbi" trust
agreement to provide for a source of funds out of which all or any portion of
the benefits under the Plan may be satisfied.
SECTION 13. RESTRICTIONS ON ALIENATION. No amount deferred or credited
to any Account under the Plan shall be subject in any manner to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance, levy or charge. Any
attempt to so anticipate, alienate, sell, transfer, assign, pledge, encumber,
levy or charge the same shall be void; nor shall any amount
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be in any manner be subject to any claims for the debts, contracts,
liabilities, engagements or torts of the Participant (or the Participant's
beneficiary or personal representative) entitled to such benefit. No
Participant shall be entitled to borrow at any time any portion of the
Participant's Account balances under the Plan.
SECTION 14. WITHHOLDING. As a condition to the receipt of any Stock
Units or shares of common stock pursuant to the terms of this Plan, the
Participants, or their beneficiaries or personal representatives, as
applicable, shall remit to the Company, in cash, an amount equal to amount of
any taxes required to be withheld by the Company pursuant to any Federal,
state or local law, rule or regulation with respect to the payment of such
Stock Units or shares of common stock. The Participants, their beneficiaries
and personal representatives shall bear any and all Federal, foreign, state,
local, income, or other taxes imposed on amounts paid under the Plan.
SECTION 15. PARTICIPANTS BOUND BY TERMS OF THE PLAN. By electing to
become a Participant, each Eligible Executive shall be deemed conclusively to
have accepted and consented to all terms of the Plan and all actions or
decisions made by the Company with regard to the Plan. Such terms and consent
shall also apply to and be binding upon the beneficiaries, personal
representatives and other successors in interest of each Participant. Each
Participant shall receive a copy of the Plan.
SECTION 16. DESIGNATION OF BENEFICIARY(IES). Each Participant under the
Plan may designate a beneficiary or beneficiaries to receive any payment which
under the terms of the Plan
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becomes payable on, after or as a result of the Participant's death. At any
time, and from time to time, any such designation may be changed or cancelled
by the Participant without the consent of any such beneficiary. Any such
designation, change or cancellation must be on a form provided for that
purpose by the Committee and shall not be effective until received by the
Committee. If no beneficiary has been designated by a deceased Participant,
or if the designated beneficiaries have predeceased the Participant, the
beneficiary shall be the Participant's estate. If the Participant designates
more than one beneficiary, any payments under the Plan to such beneficiaries
shall be made in equal shares unless the Participant has expressly designated
otherwise, in which case the payments shall be made in the shares designated
by the Participant.
SECTION 17. SEVERABILITY OF PROVISIONS. In the event any provision of
the Plan would serve to invalidate the Plan, that provision shall be deemed to
be null and void, and the Plan shall be construed as if it did not contain the
particular provision that would make it invalid. The Plan shall be binding upon
and inure to the benefit of (a) the Company and its respective successors and
assigns, and (b) each Participant, his or her designees and estate. Nothing in
the Plan shall preclude the Company from consolidating or merging into or with,
or transferring all or substantially all of its assets to, another corporation,
or engaging in any other corporate transaction.
SECTION 18. GOVERNING LAW AND INTERPRETATION. The Plan shall be
construed and enforced in accordance with, and the rights of the parties hereto
shall be governed by, the laws of the State of Nevada. This Plan shall not be
interpreted as either an employment or trust agreement.
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SECTION 19. OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS.
Payments and other benefits received by a Participant under the Plan shall
not be deemed a part of a Participant's compensation for purposes of the
determination of benefits under any other employee welfare or benefit plans
or arrangements, if any, provided by the Company or any affiliate of the
Company. The existence of the Plan notwithstanding, the Company may adopt
such other compensation plans or programs and additional compensation
arrangements as it deems necessary to attract, retain and motivate employees.
The Committee is authorized to cause to be established a trust agreement or
several trust agreements or similar arrangements from which the Committee may
make payments of amounts due or to become due to any Participants under the
Plan.
SECTION 20. EFFECTIVE DATE OF THE PLAN. The Plan as reflected herein
shall be effective as of September 30, 1999 upon its adoption by the Company.
The Plan originally was effective as of November 30, 1994.
IN WITNESS WHEREOF, the Plan is hereby adopted by the Company on this
28th day of March, 2000.
Station Casinos, Inc.
By: /s/ GLENN C. CHRISTENSON
-----------------------------
Glenn C. Christenson
Executive Vice President
Chief Financial Officer
Chief Administrative Officer
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