Exhibit 99.2
STATION CASINOS, INC.
1999 COMPENSATORY STOCK OPTION PLAN
GRANT OF OPTION
Date of Grant: ___________________.
THIS GRANT, dated as of the date of grant first stated above
(the "Date of Grant"), is delivered by Station Casinos, Inc., a Nevada
corporation ("SCI") to __________________________ (the "Grantee"), who is an
employee of SCI or one of its subsidiaries.
WHEREAS, the Board of Directors of SCI on December 7, 1999
adopted, the Station Casinos, Inc. 1999 Compensatory Stock Option Plan (the
"Plan") as a part of SCI's 1999 Stock Compensation Program (the "Program"); and
WHEREAS, the Plan provides for the granting of compensatory
Nonqualified Stock Options by the Program Administrators to employees of SCI or
any subsidiary of SCI to purchase shares of the Common Stock of SCI, par value
$0.01 per share (the "Stock"), in accordance with the terms and provisions
thereof.
NOW, THEREFORE, the parties hereto, intending to be legally
bound hereby, agree as follows:
1. INCORPORATION BY REFERENCE; RECEIPT OF PLAN DOCUMENT.
This Option is subject in all respects to the terms and
provisions of the Plan (including, without limitation, any amendments thereto
adopted at any time and from time to time if such amendments are intended to
apply to this Option), all of which terms and provisions are made a part of and
incorporated in this Option as if they were each expressly set forth herein.
Capitalized terms not specifically defined herein shall have the meanings
provided to them under the Program. The Grantee hereby acknowledges receipt of a
copy of the Program and that the Grantee has read the Program carefully and
fully understands its content. In the event of any conflict between the terms of
this Option and the terms of the Plan, the terms of the Plan shall control. The
Program Administrators shall interpret and construe the Plan and this Option,
and its interpretations and determinations shall be conclusive and binding on
the parties hereto and any other person claiming an interest hereunder, with
respect to any issue arising hereunder or thereunder.
2. GRANT OF OPTION.
Subject to the terms and conditions hereinafter set forth, SCI
with the approval and at the direction of the Program Administrators, hereby
grants to the Grantee, as of the Date of Grant, an option to purchase up to
______________ shares of Stock at a price of $_________ per share. Such option
is hereinafter referred to as the "Option" and the shares of stock purchasable
upon exercise of the Option are hereinafter sometimes referred to as the "Option
Shares." The Option is intended by the parties hereto to be, and shall be
treated as, an Option not qualified as an incentive stock option (as such term
is defined under Section 422, or any successor section, of the Internal Revenue
Code of 1986, as amended).
3. INSTALLMENT EXERCISE.
Subject to such further limitations as are provided herein,
the Option shall become exercisable in __________ installments, the Grantee
having the right hereunder to purchase from SCI the following number of Option
Shares upon exercise of the Option, on and after the following dates, in
cumulative fashion:
(a) on and after the ______ anniversary of the Date of
Grant, up to __________ (ignoring fractional shares) of the total number of
Option Shares;
(b) on and after the ______ anniversary of the Date of
Grant, up to an additional _________ (ignoring fractional shares) of the total
number of Option Shares;
(c) on and after the ______ anniversary of the Date of
Grant, up to an additional _________ (ignoring fractional shares) of the total
number of Option Shares;
(d) on and after the ______ anniversary of the Date of
Grant, up to an additional _________ (ignoring fractional shares) of the total
number of Option Shares;
(e) on and after the ______ anniversary of the Date of
▇▇▇▇▇, the remaining Option Shares.
4. TERMINATION OF OPTION.
(a) The Option and all rights hereunder with respect
thereto, to the extent such rights shall not have been exercised, shall
terminate and become null and void after the expiration of _______years [no more
than 10] from the Date of Grant (the "Option Term").
(b) If the Grantee ceases to be employed by SCI for any
reason other than death or disability, the Grantee's Option shall remain
exercisable, to the extent exercisable on the date of termination of employment
or service, at any time within three months after the date of termination of
employment or service. If the Grantee becomes disabled while employed by
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SCI, the Grantee's Option shall remain exercisable, to the extent exercisable on
the date of termination of employment or service due to disability, at any time
within one year after the date of termination of employment or service due to
disability. If the Grantee dies while employed by SCI, the Grantee's Option
shall expire one year after the date of death. However, in no event shall an
Option be exercised after the expiration of the Option Term.
(c) In the event of the death of the Grantee, the Option may
be exercised by the Grantee's legal representative, but only to the extent that
the Option would otherwise have been exercisable by the Grantee.
(d) A transfer of the Grantee's employment between SCI and any
subsidiary of SCI, or between any subsidiaries of SCI, shall not be deemed to be
a termination of the Grantee's employment.
5. EXERCISE OF OPTIONS.
(a) The Grantee may exercise the Option with respect to all or
any part of the number of Option Shares then exercisable hereunder by giving the
Secretary of SCI written notice of intent to exercise. The notice of exercise
shall specify the number of Option Shares as to which the Option is to be
exercised and the date of exercise thereof.
(b) Full payment (in U.S. dollars) by the Grantee of the
option price for the Option Shares purchased shall be made on or before the
exercise date specified in the notice of exercise in cash, or by such other
method as may be authorized under the Plan, including, with the Program
Administrators' consent, the surrender of shares of Stock held by the Grantor
for at least six months, at their Fair Market Value on the exercise date.
(c) On the exercise date specified in the Grantee's notice or
as soon thereafter as is practicable, SCI shall cause to be delivered to the
Grantee, a certificate or certificates for the Option Shares then being
purchased (out of theretofore unissued Stock or reacquired Stock, as SCI may
elect) upon full payment for such Option Shares. The obligation of SCI to
deliver Stock shall be subject to the condition that if at any time the Program
Administrators shall determine in their sole discretion that the listing,
registration or qualification of the Option or the Option Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance or purchase of
Stock thereunder, the Option may not be exercised in whole or in part unless
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Program
Administrators.
(d) If the Grantee fails to pay for any of the Option Shares
specified in such notice or fails to accept delivery thereof, the Grantee's
right to purchase such Option Shares may be terminated by SCI. The date
specified in the Grantee's notice as the date of exercise shall be deemed the
date of exercise of the Option, provided that payment in full for the Option
shares to be purchased upon such exercise shall have been received by such date.
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6. CONFIDENTIAL INFORMATION.
If the Grantee divulges, discloses or makes accessible,
Confidential Information to any other persons, firm, partnership or corporation
without the prior written consent of SCI, then the Grantee shall forfeit any and
all rights to purchase any and all Option Shares which have not yet been
exercised on the date that such Confidential Information is divulged, disclosed
or made accessible. The immediately preceding sentence shall not apply if the
Grantee divulges, discloses or makes accessible Confidential Information while
employed by, or performing services for, SCI in the business of and for the
benefit of SCI or when required to do so by lawful order of a court of competent
jurisdiction. For purposes of this Option, "Confidential Information" shall mean
all nonpublic information respecting SCI's business including, but not limited
to, its products, research and development, processes, customer lists, marketing
plans and strategies. Confidential Information does not include information that
is, or becomes, available to the public unless such availability occurs through
an unauthorized act on the part of the Grantee.
7. NO RIGHTS OF STOCKHOLDERS.
Neither the Grantee nor any personal representative shall be,
or shall have any of the rights and privileges of, a stockholder of SCI with
respect to any shares of stock purchasable or issuable upon the exercise of the
Option, in whole or in part, prior to the date of exercise of the Option.
8. NON-TRANSFERABILITY OF OPTION.
During the Grantee's lifetime, the Option granted hereunder
shall be exercisable only by the Grantee or any guardian or legal representative
of the Grantee, and the Option shall not be transferable except, in case of the
death of the Grantee, by will or the laws of descent and distribution. Nor shall
the Option be subject to attachment, execution or other similar process. In the
event of (a) any attempt by the Grantee to alienate, assign, pledge, hypothecate
or otherwise dispose of the Option, except as provided for herein, or (b) the
levy of any attachment, execution or similar process upon the rights or interest
hereby conferred, SCI may terminate the Option by notice to the Grantee and it
shall thereupon become null and void.
9. RESTRICTION ON EXERCISE.
The Option may not be exercised if the issuance of the Option
Shares upon such exercise would constitute a violation of any applicable federal
or state securities, gaming, or other law or valid regulation. As a condition to
the exercise of the Option, SCI may require the Grantee exercising the Option to
make any representation or warranty to SCI as may be required by any applicable
law or regulation and, specifically, may require the Grantee to provide evidence
satisfactory to SCI that the Option Shares are being acquired only for
investment purposes and without any present intention to sell or distribute the
shares in violation of any federal or state securities or other law or valid
regulation.
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10. EMPLOYMENT OR SERVICE NOT AFFECTED.
The granting of the Option or its exercise shall not be
construed as granting to the Grantee any right with respect to continuance of
employment or service relationship with SCI. Except as may otherwise be limited
by a written agreement between SCI and the Grantee, the right of SCI to
terminate at will the Grantee's employment or service relationship with it at
any time (whether by dismissal, discharge, retirement or otherwise) is
specifically reserved by SCI, as SCI or on behalf of SCI (whichever the case may
be), and acknowledged by the Grantee.
11. AMENDMENT OF OPTION.
The Option may be amended by the Program Administrators at any
time (i) if the Program Administrators determine, in their sole discretion, that
amendment is necessary or advisable in the light of any addition to or change in
the Internal Revenue Code of 1986, as amended, or in the regulations issued
thereunder, or any federal or state securities law or other law or regulation,
which addition or change occurs after the Date of Grant and by its terms applies
to the Option; (ii) if the amendment is not materially adverse to the Grantee;
or (iii) other than in the circumstances described in clauses (i) and (ii), with
the consent of the Grantee.
12. NOTICE.
All notices, requests, demands, and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
delivered personally or by certified mail, return receipt requested, as follows:
To Employer: Station Casinos, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇
To Grantee:
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13. COUNTERPARTS.
This Option may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which shall constitute
one and the same document.
14. FURTHER ASSURANCES.
Each party hereto shall do and perform (or shall cause to be
done and performed) all such further acts and shall execute and deliver all such
other agreements, certificates, instruments and documents as the other party
hereto reasonably may request in order to carry out the intent and accomplish
the purposes of this Option and the Plan and the consummation of the
transactions contemplated thereunder.
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15. SEVERABILITY.
The invalidity or unenforceability of any provisions of this
Option in any jurisdiction shall not affect the validity, legality or
enforceability of the remainder of this Option in such jurisdiction or the
validity, legality or enforceability of any provision of this Option in any
other jurisdiction, it being intended that all rights an obligations of the
parties hereunder shall be enforceable to the fullest extent permitted by law.
16. GOVERNING LAW.
The validity, construction, interpretation and effect of this
instrument shall exclusively be governed by and determined in accordance with
the law of the State of Nevada (without reference to the principles of conflict
of laws thereof), except to the extent preempted by federal law, which shall
govern to that extent.
IN WITNESS WHEREOF, SCI has caused its duly authorized
officers to execute this Grant of Option, and to apply the corporate seal
hereto, and the Grantee has placed his or her signature hereon, effective as of
the Date of ▇▇▇▇▇.
STATION CASINOS, INC.
By:
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Name
Title
ACCEPTED AND AGREED TO:
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[Grantee]
By:
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Name
Title
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