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EXHIBIT 10.11    
  


 
 

2002 STOCK INCENTIVE PLAN
  OF
  MTR GAMING GROUP, INC.    
  


        1.    PURPOSES OF THE PLAN.    This stock incentive plan (the "Plan") is designed to provide an incentive to key
employees (including directors and officers who are key employees) and to consultants and directors who are not employees of MTR GAMING GROUP, INC., a Delaware corporation (the "Company"), or
any of its Subsidiaries (as defined in Paragraph 17), and to offer an additional inducement in obtaining the services of such persons. The Plan provides for the grant of nonqualified stock
options ("NQSOs") which do not qualify as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), and stock of the Company which
may be subject to contingencies or restrictions (collectively, "Awards"). The Plan does not provide for the granting of any "incentive stock option" under the Code. 



        2.    STOCK SUBJECT TO THE PLAN.    Subject to the provisions of Paragraph 10, the aggregate number of shares
of Common Stock, $.00001 par value per share, of the Company ("Common Stock") for which Awards may be granted under the Plan shall not exceed 300,000 shares, provided, however, that not more than 49%
of such shares may be issued to Directors and Executive Officers of the Company. Such shares of Common Stock may, in the discretion of the Board of Directors of the Company (the "Board of Directors"),
consist either in whole or in part of authorized but unissued shares of Common Stock or shares of Common Stock held in the treasury of the Company. Subject to the provisions of Paragraph 11,
any shares of Common Stock subject to an option which for any reason expires, is canceled or is terminated unexercised or which ceases for any reason to be exercisable or a restricted stock Award
which for any reason is forfeited, shall again become available for the granting of Awards under the Plan. The Company shall at all times during the term of the Plan reserve and keep available such
number of shares of Common Stock as will be sufficient to satisfy the requirements of the Plan. 


        3.    ADMINISTRATION OF THE PLAN.    The Plan shall be administered by the Board of Directors or a committee of the
Board of Directors consisting of not fewer than two directors, each of whom shall be a "non-employee director" within the meaning of Rule 16b-3 (as defined in
Paragraph 17) (collectively, the "Committee"). Unless otherwise provided in the By-laws of the Company or by resolution of the
Board of Directors, a majority of the members of the Committee shall constitute a quorum, and the acts of a majority of the members present at any meeting at which a quorum is present, and any acts
approved in writing by all members without a meeting, shall be the acts of the Committee. Subject to the express provisions of the Plan, the Committee shall have the authority, in its sole discretion,
to determine: the key employees, consultants and directors who shall be granted Awards; the type of Award to be granted; the times when an Award shall be granted; the number of shares of Common Stock
to be subject to each Award; the term of each option; the date each option shall become exercisable; whether an option shall be exercisable in whole or in installments and, if in installments, the
number of shares of Common Stock to be subject to each installment, whether the installments shall be cumulative, the date each installment shall become exercisable and the term of each installment;
whether to accelerate the date of exercise of any option or installment thereof; whether shares of Common Stock may be issued upon the exercise of an option as partly paid and, if so, the dates when
future installments of the exercise price shall become due and the amounts of such installments; the exercise price of each option; the price, if any, to be paid for a share Award; the form of payment
of the exercise price of an option; whether to restrict the sale or other disposition of a stock Award or the shares of Common Stock acquired upon the exercise of an option and, if so, to determine
whether such contingencies and restrictions have been met and whether and under what conditions to waive any such contingency or restriction; whether and under what conditions to subject all or a
portion of the grant or exercise of an option, the vesting of a stock Award or the shares acquired pursuant to the exercise of an option to the fulfillment of certain contingencies or restrictions as
specified in the contract referred to in Paragraph 9 hereof (the "Contract"), including without 





 




limitation, contingencies or restrictions relating to entering into a covenant not to compete with the Company, any of its Subsidiaries or a Parent (as defined in Paragraph 17), to financial
objectives for the Company, any of its Subsidiaries or a Parent, a division of any of the foregoing, a product line or other category, and/or to the period of continued employment of the Award holder
with the Company, any of its Subsidiaries or a Parent, and to determine whether such contingencies or restrictions have been met; whether an Award holder is Disabled (as defined in
Paragraph 17); the amount, if any, necessary to satisfy the obligation of the Company, a Subsidiary or Parent to withhold taxes or other amounts; the Fair Market Value (as defined in
Paragraph 17) of a share of Common Stock; to construe the respective Contracts and the Plan; with the consent of the Award holder, to cancel or modify an Award, PROVIDED, that the modified
provision is permitted to be included in an Award granted under the Plan on the date of the modification; to prescribe, amend and rescind rules and regulations relating to the Plan; to approve any
provision which under Rule 16b-3 requires the approval of the Board of Directors, a committee of non-employee directors or the stockholders to be exempt (unless
otherwise specifically provided herein); and to make all other determinations necessary or advisable for administering the Plan. Any controversy or claim arising out of or relating to the Plan, any
Award granted under the Plan or any Contract shall be determined unilaterally by the Committee in its sole discretion. The determinations of the Committee on the matters referred to in this
Paragraph 3 shall be conclusive and binding on the parties. No member or former member of the Committee shall be liable for any action, failure to act or determination made in good faith with
respect to the Plan or any Award or Contract hereunder. Prior to the creation and designation of the Committee by the Board of Directors, all powers and authority allocated hereby to the Committee
shall be allocated to the Board of Directors and all references to the Committee shall be deemed to be references to the Board of Directors. Notwithstanding any provision in the Plan to the contrary,
an Award granted to a consultant
or director who is not an employee of the Company shall be based upon a formula or other criteria established by the Committee at least ninety (90) days prior to the grant of such Award. 


        4.    OPTIONS    



        (a)    GRANT.    The Committee may from time to time, consistent with the purposes of the Plan, grant options to such
key employees (including officers and directors who are key employees) of, and consultants to, the Company or any of its Subsidiaries, and such Outside Directors, as the Committee may determine, in
its sole discretion. Such options granted shall cover such number of shares of Common Stock as the Committee may determine, in its sole discretion, as set forth in the applicable Contract; PROVIDED,
HOWEVER, THAT THE MAXIMUM NUMBER OF SHARES SUBJECT TO OPTIONS THAT MAY BE GRANTED TO ANY EMPLOYEE DURING ANY CALENDAR YEAR UNDER THE PLAN (THE "162(m) MAXIMUM") SHALL BE 100,000 SHARES. 


        (b)    EXERCISE PRICE.    The exercise price of the shares of Common Stock under each option shall be determined by
the Committee, in its sole discretion, as set forth in the applicable Contract. Notwithstanding any provision in this Plan to the contrary, the exercise price per share of a NQSO shall not be less
than the Fair Market Value of a share of Common Stock on the date that the NQSO was granted. 


        (c)    TERM.    The term of each option granted pursuant to the Plan shall be determined by the Committee, in its sole
discretion, and set forth in the applicable Contract. Options shall be subject to earlier termination as hereunder provided. 


        (d)    EXERCISE.    An option (or any part or installment thereof), to the extent then exercisable, shall be exercised
by giving written notice to the Company at its then principal office stating which option is being exercised, specifying the number of shares of Common Stock as to which such option is being exercised
and accompanied by payment in full of the aggregate exercise price therefor (or the amount due upon exercise if the Contract permits, and applicable law and 



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regulation do not prohibit, installment payments) (a) in cash or by certified check or (b) if the applicable Contract permits, with previously acquired shares of Common Stock having an
aggregate Fair Market Value on the date of exercise equal to the aggregate exercise price of all options being exercised, or with any combination of cash, certified check or shares of Common Stock
having such value. The Company shall not be required to issue any shares of Common Stock pursuant to any such option until all required payments, including any required withholding, have been made. 


        Subject
to applicable law, the Committee may, in its sole discretion, permit payment of all or a portion of the exercise price of an option by delivery by the optionee (provided,
however, that such optionee is neither an executive officer, director nor other person whose participation in such an arrangement
would constitute a violation of the Sarbanes-Oxley Act of 2002 by the Company) of a properly executed notice, together with a copy of his irrevocable instructions to a broker acceptable to the
Committee to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay such exercise price. In connection therewith, the Company may enter into agreements for coordinated
procedures with one or more brokerage firms. 


        An
optionee entitled to receive Common Stock upon the exercise of an option shall not have the rights of a stockholder with respect to such shares of Common Stock until the date of
issuance of a stock certificate for such shares or, in the case of uncertificated shares, until an entry is made on the books of the Company's transfer agent representing such shares; PROVIDED,
HOWEVER, that until such stock certificate is issued or book entry is made, any optionee using previously acquired shares of Common Stock in payment of an option exercise price shall continue to have
the rights of a stockholder with respect to such previously acquired shares. 


        In
no case may an option be exercised with respect to a fraction of a share of Common Stock. In no case may a fraction of a share of Common Stock be purchased or issued under the Plan. 


        (e)    RELOAD OPTIONS.    An optionee who, at a time when he is eligible to be granted options under the Plan, uses
previously acquired shares of Common Stock to exercise an option granted under the Plan (the "prior option"), shall, upon such exercise, be automatically granted an option (the "reload option") to
purchase the same number of shares of Common Stock so used (or if there is not a sufficient number of shares available for grant under the Plan remaining, such number of shares as are then available).
Such reload options shall be of the same type and have the same terms as the prior option (except to the extent inconsistent with the terms of the Plan); PROVIDED, HOWEVER, that the exercise price per
share of the reload option shall be equal to the Fair Market Value of a share of Common Stock on the date of grant of the reload option. 



        (f)    REPRICING.    Options granted pursuant to the Plan may not be repriced. 




        5.    RESTRICTED STOCK.    The Committee may from time to time, consistent with the purposes of the Plan, grant shares
of Common Stock to such key employees (including officers and directors who are key employees) of, or consultants to, the Company or any of its Subsidiaries, as the Committee may determine, in its
sole discretion. The grant may cover such number of shares as the Committee may determine, in its sole discretion, and require the Award holder to pay such price per share therefor, if any, as the
Committee may determine, in its sole discretion. Such shares may be subject to such contingencies and restrictions as the Committee may determine, as set forth in the Contract. Upon the issuance of
the stock certificate for a share Award, or in the case of uncertificated shares, the entry on the books of the Company's transfer agent representing such shares, notwithstanding any contingencies or
restrictions to which the shares are subject, the Award holder shall be considered to be the record owner of the shares, and subject to the contingencies and restrictions set forth in the Award, shall
have all rights of a stockholder of record with respect to such shares, including the right to vote and to receive distributions. Upon the occurrence of any such contingency or restriction, the Award
holder may be required to forfeit all or a portion of such shares back to the Company. The shares shall vest in 


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the Award holder when all of the restrictions and contingencies lapse. Accordingly, the Committee may require that such shares be held by the Company, together with a stock power duly endorsed in
blank by the Award holder, until the shares vest in the Award holder. Contracts with respect to the grant of shares of Common Stock shall require that the Award holder agree not to transfer the Common
Stock for (a) one year following the grant in the case of Awards based on performance and (b) three years following the grant in the case of Awards based on the passage of time. The
Contracts may provide for the waiver of this restriction in the event of death, disability, retirement, change of control or other similar circumstances specified by the Committee. 


        6.    TERMINATION OF RELATIONSHIP.    Except as may otherwise be expressly provided in the applicable Contract, if an
Award holder's relationship with the Company, its Subsidiaries and Parent as an employee or a consultant has terminated for any reason (other than as a result of his death or Disability), the Award
holder may exercise the options granted to him as an employee of, or consultant to, the Company or any of its Subsidiaries, to the extent exercisable on the date of such termination, at any time
within three months after the date of termination, but not thereafter and in no event after the date the Award would otherwise have expired; PROVIDED, HOWEVER, that if such relationship is terminated
either (a) for Cause (as defined in Paragraph 17), or (b) without the consent of the Company, such option shall terminate immediately; and PROVIDED FURTHER that in the event an
employee's employment is terminated in connection with a change in control of the Company, then the employee will have the right to exercise the option until the date the award otherwise would have
expired. 


        For
the purposes of the Plan, an employment relationship shall be deemed to exist between an individual and the Company, any of its Subsidiaries or a Parent if, at the time of the
determination, the individual was an employee of such corporation for purposes of Section 422(a) of the Code. As a result, an individual on military, sick leave or other bona fide leave of
absence shall continue to be considered an employee for purposes of the Plan during such leave if the period of the leave does not exceed 90 days, or, if longer, so long as the individual's
right to reemployment with the Company, any of its Subsidiaries or a Parent is guaranteed either by statute or by contract. If the period of leave exceeds 90 days and the individual's right to
reemployment is not guaranteed by statute or by contract, the employment relationship shall be deemed to have terminated on the 91st day of such leave. 


        Except
as may otherwise be expressly provided in the applicable Contract, options granted under the Plan shall not be affected by any change in the status of the Award holder so long as
he continues to be an employee of, or a consultant to, the Company, or any of its Subsidiaries or a Parent (regardless of having changed from one to the other or having been transferred from one
corporation to another). 


        Except
as may otherwise be expressly provided in the applicable Contract, if an Award holder's relationship with the Company as an Outside Director ceases for any reason (other than as a
result of his death or Disability) then options granted to such holder as an Outside Director may be exercised, to the extent exercisable on the date of such termination, at any time within three
months after the date of termination, but not thereafter and in no event after the date the Award would otherwise have expired; PROVIDED, HOWEVER, that if such relationship is terminated for Cause,
such Award shall terminate immediately. An Award granted to an Outside Director, however, shall not be affected by
the Award holder becoming an employee of, or consultant to, the Company, any of its Subsidiaries or a Parent. 


        Except
as may otherwise be expressly provided in the Contract, upon the termination of the relationship of an Award holder as an employee of, or consultant to, the Company, and its
Subsidiaries and Parent, or as an Outside Director, for any reason (including his death or Disability), the share Award shall cease any further vesting and the unvested portion of such Award as of the
date of such termination shall be forfeited to the Company for no consideration. 


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        Nothing
in the Plan or in any Award granted under the Plan shall confer on any Award holder any right to continue in the employ of, or as a consultant to, the Company, any of its
Subsidiaries or a Parent, or as a director of the Company, or interfere in any way with any right of the Company, any of its Subsidiaries or a Parent to terminate the Award holder's relationship at
any time for any reason whatsoever without liability to the Company, any of its Subsidiaries or a Parent. 



        7.    DEATH OR DISABILITY.    Except as may otherwise be expressly provided in the applicable Contract, if an Award
holder dies (a) while he is an employee of, or consultant to, the Company, any of its Subsidiaries or a Parent, (b) within three months after the termination of such relationship (unless
such termination was for Cause or without the consent of the Company), or (c) within one year following the termination of such relationship by reason of his Disability, the options that were
granted to him as an employee of, or consultant to, the Company or any of its Subsidiaries, may be exercised, to the extent exercisable on the date of his death, by his Legal Representative (as
defined in Paragraph 17) at any time within one year after death, but not thereafter and in no event after the date the option would otherwise have expired. 


        Except
as may otherwise be expressly provided in the applicable Contract, if an Award holder's relationship as an employee of, or consultant to, the Company, any of its Subsidiaries or a
Parent has terminated by reason of his Disability, the options that were granted to him as an employee of, or consultant to the Company or any of its Subsidiaries may be exercised, to the extent
exercisable upon the effective date of such termination, at any time within one year after such date, but not thereafter and in no event after the date the option would otherwise have expired. 



        Except
as may otherwise be expressly provided in the applicable Contract, if an Award holder's relationship as an Outside Director terminates as a result of his death or Disability, the
options granted to him as an Outside Director may be exercised, to the extent exercisable on the date of such termination, at any time within one year after the date of termination, but not thereafter
and in no event after the date the Award would otherwise have expired. In the case of the death of the Award holder, the Award may be exercised by his Legal Representative. 


        8.    COMPLIANCE WITH SECURITIES LAWS.    It is a condition to the issuance of any share Award and exercise of any
option that either (a) a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of Common Stock to be issued upon such grant or
exercise shall be effective and current at the time of exercise, or (b) there is an exemption from registration under the Securities Act for the issuance of the shares of Common Stock upon such
exercise. Nothing herein shall be construed as requiring the Company to register shares subject to any Award under the Securities Act or to keep any Registration Statement effective or current. 


        The
Committee may require, in its sole discretion, as a condition to the receipt of an Award or the exercise of any option that the Award holder execute and deliver to the Company his
representations and warranties, in form, substance and scope satisfactory to the Committee, which the Committee determines are necessary or convenient to facilitate the perfection of an exemption from
the registration requirements of the Securities Act, applicable state securities laws or other legal requirement, including, without limitation, that (a) the shares of Common Stock to be
received under the Award or issued upon the exercise of the option are being acquired by the Award holder for his own account, for investment only and not with a view to the resale or distribution
thereof, and (b) any subsequent resale or distribution of shares of Common Stock by such Award holder will be made only pursuant to (i) a Registration Statement under the Securities Act
which is effective and current with respect to the shares of Common Stock being sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such
exemption, the Award holder shall prior to any offer of sale or sale of such shares of Common Stock provide the Company with a favorable written 


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opinion of counsel satisfactory to the Company, in form, substance and scope satisfactory to the Company, as to the applicability of such exemption to the proposed sale or distribution. 


        In
addition, if at any time the Committee shall determine, in its sole discretion, that the listing or qualification of the shares of Common Stock subject to any Award or option on any
securities exchange, Nasdaq or under any applicable law, or the consent or approval of any governmental agency or regulatory body, is necessary or desirable as a condition to, or in connection with,
the granting of an Award or the issuing of shares of Common Stock thereunder, such Award may not be granted and such option may not be exercised in whole or in part unless such listing, qualification,
consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee. 


        9.    AWARD CONTRACTS.    Each Award shall be evidenced by an appropriate Contract which shall be duly executed by the
Company and the Award holder, and shall contain such terms, provisions and conditions not inconsistent herewith as may be determined by the Committee. The terms of each Award and Contract need not be
identical. 


        10.    ADJUSTMENTS UPON CHANGES IN COMMON STOCK.    Notwithstanding any other provision of the Plan, in the event of a
stock dividend, recapitalization, merger in which the Company is the surviving corporation, spin-off, split-up, combination or exchange of shares or the like which results in a
change in the number or kind of shares of Common Stock which is outstanding immediately prior to such event, the aggregate number and kind of shares subject to the Plan, the aggregate number and
kind of shares subject to each outstanding Award, the exercise price of each option, any contingencies and restrictions based on the number or kind of shares, and the 162(m) Maximum shall be
appropriately adjusted by the Board of Directors, whose determination shall be conclusive and binding on all parties. Such adjustment may provide for the elimination of fractional shares which might
otherwise be subject to Awards without payment therefor. 


        In
the event of (a) the liquidation or dissolution of the Company, (b) a merger in which the Company is not the surviving corporation or a consolidation, or (c) any
transaction (or series of related transactions) in which (i) more than 50% of the outstanding Common Stock is transferred or exchanged for other consideration, or (ii) shares of Common
Stock in excess of the number of shares of Common Stock outstanding immediately preceding the transaction are issued (other than to stockholders of the Company with respect to their shares of stock in
the Company), any outstanding options and unvested stock shall terminate upon the earliest of any such event, unless other provision is made therefor in the transaction. 


        11.    AMENDMENTS AND TERMINATION OF THE PLAN.    The Plan was adopted by the Board of Directors on July 31,
2002. The Board of Directors may at any time suspend or terminate the Plan, in whole or in part, or amend it from time to time in such respects as it may deem advisable, including, without limitation,
in order to comply with the provisions of Rule 16b-3, Section 162(m) of the Code, or any change in applicable law, regulations, rulings or interpretations of any governmental
agency or regulatory body. No termination, suspension or amendment of the Plan shall adversely affect the rights of any Award holder under an Award without his prior consent. The power of the
Committee to construe and administer any Awards granted under the Plan prior to the termination or suspension of the Plan nevertheless shall continue after such termination or during such suspension. 


        12.    NON-TRANSFERABILITY.    No option granted under the Plan shall be transferable otherwise than by
will or the laws of descent and distribution, and options may be exercised, during the lifetime of the Award holder, only by him or his Legal Representatives. Except as may otherwise be expressly
provided in the Contract, a stock Award, to the extent not vested, shall not be transferable otherwise than by will or the laws of descent and distribution. Except to the extent provided above, Awards
may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process, and
any such attempted assignment, transfer, pledge, hypothecation or disposition shall be null and void AB 


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INITIO and of no force or effect; PROVIDED, HOWEVER, that a contract may provide that non-qualified Awards may be donated to charity or assigned to a family trust or similar vehicle. 


        13.    WITHHOLDING TAXES.    The Company, a Subsidiary or Parent may withhold (a) cash, or (b) with the
consent of the Committee, shares of Common Stock to be issued under a stock Award or upon exercise of an option having an aggregate Fair Market Value on the relevant date, or a combination of cash and
shares having such value, in an amount equal to the amount which the Committee determines is necessary to satisfy the obligation of the Company, any of its Subsidiaries or a Parent to withhold
federal, state and local taxes or other amounts incurred by reason of the grant, vesting, exercise or disposition of an Award, or the disposition of the underlying shares of Common Stock.
Alternatively,
the Company may require the holder to pay to the Company such amount, in cash, promptly upon demand. 


        14.    LEGENDS; PAYMENT OF EXPENSES.    The Company may endorse such legend or legends upon the certificates for
shares of Common Stock issued under a stock Award or upon exercise of an option under the Plan and may issue such "stop transfer" instructions to its transfer agent in respect of such shares as it
determines, in its discretion, to be necessary or appropriate to (a) prevent a violation of, or to perfect an exemption from, the registration requirements of the Securities Act and any
applicable state securities laws, or (b) implement the provisions of the Plan or any agreement between the Company and the Award holder with respect to such shares of Common Stock. 


        The
Company shall pay all issuance taxes with respect to the issuance of shares of Common Stock under a stock Award or upon the exercise of an option granted under the Plan, as well as
all fees and expenses incurred by the Company in connection with such issuance. 


        15.    USE OF PROCEEDS.    The cash proceeds received upon the exercise of an option, or grant of a stock Award under
the Plan shall be added to the general funds of the Company and used for such corporate purposes as the Board of Directors may determine. 



        16.    SUBSTITUTIONS AND ASSUMPTIONS OF AWARDS OF CERTAIN CONSTITUENT CORPORATIONS.    Anything in this Plan to the
contrary notwithstanding, and subject to the requirements and prohibitions of applicable law and regulation, the Board of Directors may, without further approval by the stockholders, substitute new
Awards for prior options, or restricted stock of a Constituent Corporation (as defined in Paragraph 17) or assume the prior options or restricted stock of such Constituent Corporation. 


        17.    DEFINITIONS.    For purposes of the Plan, the following terms shall be defined as set forth below: 



        (a)  "Cause"
shall mean: (i) in the case of an employee or consultant, if there is a written employment or consulting agreement between the Award holder and the
Company, any of its Subsidiaries or a Parent which defines termination of such relationship for cause, cause as defined in such agreement, and (ii) in all other cases, cause as defined by
applicable state law. 


        (b)  "Constituent
Corporation" shall mean any corporation which engages with the Company, any of its Subsidiaries or a Parent in a transaction to which Section 424(a)
of the Code applies, or any Subsidiary or Parent of such corporation. 


        (c)  "Disability"
shall mean a permanent and total disability within the meaning of Section 22(e)(3) of the Code. 


        (d)  "Exchange
Act" means the Securities Exchange Act of 1934, as amended. 


        (e)  "Fair
Market Value" of a share of Common Stock on any day shall mean: (i) if the principal market for the Common Stock is a national securities exchange, the
average of the highest and lowest sales prices per share of Common Stock on such day as reported by such 



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exchange or on a composite tape reflecting transactions on such exchange, (ii) if the principal market for the Common Stock is not a national securities exchange and the Common Stock is quoted
on Nasdaq, and (A) if actual sales price information is available with respect to the Common Stock, the average of the highest and lowest sales prices per share of Common Stock on such day on
Nasdaq, or (B) if such information is not available, the average of the highest bid and lowest asked prices per share of Common Stock on such day on Nasdaq, or (iii) if the principal
market for the Common Stock is not a national securities exchange and the Common Stock is not quoted on Nasdaq, the average of the highest bid and lowest asked prices per share of Common Stock on such
day as reported on the OTC Bulletin Board Service or by National Quotation Bureau, Incorporated or a comparable service; PROVIDED, HOWEVER, that if clauses (i), (ii) and (iii) of this
subparagraph are all inapplicable, or if no trades have been made or no quotes are available for such day, the Fair Market Value of a share of Common Stock shall be determined by the Board of
Directors by any method consistent with applicable regulations adopted by the Treasury Department relating to stock options. 



        (f)    "Legal
Representative" shall mean the executor, administrator or other person who at the time is entitled by law to exercise the rights of a deceased or incapacitated
optionee with respect to an option granted under the Plan. 


        (g)  "Nasdaq"
shall mean the Nasdaq Stock Market. 


        (h)  "Outside
Director" shall mean a person who is a director of the Company, but on the date of grant is not an employee of, or consultant to, the Company, any of its
Subsidiaries or a Parent. 


        (i)    "Parent"
shall have the same definition as "parent corporation" in Section 424(e) of the Code. 



        (j)    "Rule 16b-3"
shall mean Rule 16b-3 promulgated under the Exchange Act, as the same may be in effect and interpreted from time to
time. 


        (k)  "Subsidiary"
shall have the same definition as "subsidiary corporation" in Section 424(f) of the Code. 




        18.    GOVERNING LAW; CONSTRUCTION.    The Plan, the Awards and Contracts hereunder and all related matters shall be
governed by, and construed in accordance with, the laws of the State of Delaware, without regard to conflict of law provisions that would defer to the substantive laws of another jurisdiction. 



        Neither
the Plan nor any Contract shall be construed or interpreted with any presumption against the Company by reason of the Company causing the Plan or Contract to be drafted. Whenever
from the context it appears appropriate, any term stated in either the singular or plural shall include the singular and plural, and any term stated in the masculine, feminine or neuter gender shall
include the masculine, feminine and neuter. 


        19.    PARTIAL INVALIDITY.    The invalidity, illegality or unenforceability of any provision in the Plan, any Award
or Contract shall not affect the validity, legality or enforceability of any other provision, all of which shall be valid, legal and enforceable to the fullest extent permitted by applicable law. 


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EXHIBIT 10.11


2002 STOCK INCENTIVE PLAN OF MTR GAMING GROUP, INC.