EXHIBIT 10.3(c)
AMENDMENT TO
AMERISTAR CASINOS, INC.
AMENDED AND RESTATED
MANAGEMENT STOCK OPTION INCENTIVE PLAN
(EFFECTIVE AS OF JANUARY 24, 2003)
This Amendment to Ameristar Casinos, Inc. Amended and Restated Management Stock
Option Incentive Plan (this "Amendment") is made and effective as of January 24,
2003.
WHEREAS, Ameristar Casinos, Inc., a Nevada corporation (the "Company"),
maintains an Amended and Restated Management Stock Option Incentive Plan (the
"Plan"); and
WHEREAS, the Board of Directors of the Company (the "Board") desires to
amend the Plan in certain respects as provided in this Amendment and as
permitted by Section 17 of the Plan; and
WHEREAS, except as amended pursuant to this Amendment, the terms of the
Plan as currently in effect shall remain in full force and effect.
1. Amendment to Section 16. Section 16 of the Plan is hereby amended to read in
its entirety as follows:
"16. ADJUSTMENTS; ACCELERATION OF VESTING IN CERTAIN CIRCUMSTANCES
(a) If the number of outstanding shares of Common Stock is increased
or decreased, or if such shares are exchanged for a different number or
kind of shares or securities of the Company, through reorganization,
merger, recapitalization, reclassification, stock dividend, stock split,
combination of shares or other similar transaction, the aggregate number
of shares of Common Stock subject to the Plan as provided in Section 4
hereof, the shares of Common Stock subject to issued and outstanding
Options under the Plan and the aggregate number of shares of Common Stock
with respect to which Options may be granted to a single Optionee as
provided in Section 5(c) hereof shall be appropriately and proportionately
adjusted by the Committee. Any such adjustment in the outstanding Options
shall be made without change in the aggregate purchase price applicable to
the unexercised portion of the Option but with an appropriate adjustment
in the price for each share or other unit of any security covered by the
Option. No adjustment shall be made on account of any transaction or event
not specifically set forth in
this Section 16(a), including, without limitation, the issuance of Common
Stock for consideration.
(b) Adjustments under Section 16(a) shall be made by the Committee,
whose determination as to which adjustments shall be made, and the extent
thereof, shall be final, binding and conclusive. No fractional shares of
stock shall be issued under the Plan or in connection with any such
adjustment.
(c)(i) Notwithstanding any other provision of the Plan, unless
otherwise determined by the Committee and expressly set forth in the
agreement evidencing the Option, in the event of a Change in Control, (i)
each Option outstanding under the Plan which is not otherwise fully vested
or exercisable with respect to all of the shares of Common Stock at that
time subject to such Option shall automatically accelerate so that each
such Option shall, immediately upon the effective time of the Change in
Control, become exercisable for all the shares of Common Stock at the time
subject to such Option and may be exercised for any or all of those shares
as fully vested shares of Common Stock.
(ii) Notwithstanding any other provision of the Plan, unless
otherwise determined by the Committee and expressly set forth in the
agreement evidencing the Option, in the event of a Corporate Transaction,
each Option outstanding under the Plan which is not otherwise fully vested
or exercisable with respect to all of the shares of Common Stock at that
time subject to such Option shall automatically accelerate so that each
such Option shall, immediately prior to the effective time of the
Corporate Transaction, become exercisable for all the shares of Common
Stock at the time subject to such Option and may be exercised for any or
all of those shares as fully vested shares of Common Stock.
(iii) As used in the Plan, a "Change in Control" shall be deemed to
have occurred if:
(1) Individuals who, as of January 24, 2003, constitute the entire
Board ("Incumbent Directors") cease for any reason to
constitute a majority of the Board; provided, however, that
any individual becoming a director subsequent to such date
whose election, or nomination for election by the Company's
stockholders, was approved by the vote of a majority of the
then Incumbent Directors (other than an election or nomination
of an individual whose assumption of office is the result of
an actual or threatened election contest relating to the
election of directors of the Company), also shall be an
Incumbent Director; or
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(2) Any Person (as defined below) other than a Permitted Holder
(as defined below) shall become the beneficial owner (as
defined in Rules 13d-3 and 13d-5 under the Securities Exchange
Act of 1934, as amended), directly or indirectly, of
securities of the Company representing in the aggregate fifty
percent (50%) or more of either (A) the then outstanding
shares of Common Stock or (B) the Combined Voting Power (as
defined below) of all then outstanding Voting Securities (as
defined below) of the Company; provided, however, that
notwithstanding the foregoing, a Change in Control shall not
be deemed to have occurred for purposes of this clause (2)
solely as the result of:
(Y) An acquisition of securities by the Company which, by
reducing the number of shares of Common Stock or other
Voting Securities outstanding, increases (A) the
proportionate number of shares of Common Stock
beneficially owned by any Person to fifty percent (50%)
or more of the shares of Common Stock then outstanding
or (B) the proportionate voting power represented by the
Voting Securities beneficially owned by any Person to
fifty percent (50%) or more of the Combined Voting Power
of all then outstanding voting securities; or
(Z) An acquisition of securities directly from the Company,
except that this Paragraph (Z) shall not apply to:
I any conversion of a security that was not acquired
directly from the Company; or
II any acquisition of securities if the Incumbent
Directors at the time of the initial approval of
such acquisition would not immediately after (or
otherwise as a result of) such acquisition
constitute a majority of the Board.
(iv) As used in the Plan, "Corporate Transaction" means (1) any
merger, consolidation or recapitalization of the Company (or,
if the capital stock of the Company is affected, any
subsidiary of the Company), or any sale, lease or other
transfer (in one transaction or a series of transactions
contemplated or arranged by any party as a single plan) of all
or substantially all of the assets of the Company (each of the
foregoing being an "Acquisition
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Transaction") where (A) the stockholders of the Company
immediately prior to such Acquisition Transaction would not
immediately after such Acquisition Transaction beneficially
own, directly or indirectly, shares representing in the
aggregate more than fifty percent (50%) of (Y) the then
outstanding common stock of the corporation surviving or
resulting from such merger, consolidation or recapitalization
or acquiring such assets of the Company, as the case may be
(the "Surviving Corporation") (or of its ultimate parent
corporation, if any) and (Z) the Combined Voting Power of the
then outstanding Voting Securities of the Surviving
Corporation (or of its ultimate parent corporation, if any) or
(B) the Incumbent Directors at the time of the initial
approval of such Acquisition Transaction would not immediately
after such Acquisition Transaction constitute a majority of
the board of directors of the Surviving Corporation (or of its
ultimate parent corporation, if any) or (2) the liquidation or
dissolution of the Company.
(v) For purposes of this Section 16(c):
(1) "Combined Voting Power" shall mean the aggregate votes
entitled to be cast generally in the election of
directors of a corporation by holders of the then
outstanding Voting Securities of such corporation;
(2) "Permitted Holder" shall mean (A) the Company or any
trustee or other fiduciary holding securities under an
employee benefit plan of the Company, (B) to the extent
they hold securities in any capacity whatsoever, Craig
H. Neilsen and Ray Neilsen and their respective estates,
spouses, heirs, ancestors, lineal descendants,
stepchildren, legatees and legal representatives, and
the trustees of any bona fide trusts of which one or
more of the foregoing are the sole beneficiaries or
grantors thereof and (C) any Person controlled, directly
or indirectly, by one or more of the foregoing Persons
referred to in the immediately preceding clause (B),
whether through the ownership of voting securities, by
contract, in a fiduciary capacity, through possession of
a majority of the voting rights (as directors and/or
members) of a not-for-profit entity, or otherwise;
(3) "Person" shall mean any individual, entity (including,
without limitation, any corporation (including, without
limitation, any charitable corporation or private
foundation), partnership, limited liability company,
trust (including, without limitation, any private,
charitable or split-interest trust), joint venture,
association or governmental body) or group (as defined
in Section 13(d)(3) or
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14(d)(2) of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder);
provided, however, that "Person" shall not include the
Company, any of its subsidiaries, any employee benefit
plan of the Company or any of its majority-owned
subsidiaries or any entity organized, appointed or
established by the Company or such subsidiary for or
pursuant to the terms of any such plan; and
(4) "Voting Securities" shall mean all securities of a
corporation having the right under ordinary
circumstances to vote in an election of the board of
directors of such corporation."
2. Confirmation. Except as amended pursuant to this Amendment, the terms of the
Plan as currently in effect shall remain in full force and effect.
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