exv10w2



 







Exhibit 10.2




AMERISTAR CASINOS, INC.




RESTRICTED STOCK AGREEMENT




July 28, 2006




John M. Boushy

152 Augusta Street

Henderson, Nevada 89074




Dear Mr. Boushy:



This letter agreement (this “Agreement”) sets forth the terms and conditions applicable to the
shares of restricted stock granted to you by Ameristar Casinos, Inc., a Nevada corporation (the
“Company”), pursuant to the Company’s Amended and Restated 1999 Stock Incentive Plan (the “Plan”).
You have been granted ninety-five thousand eight hundred seventy-six (95,876) restricted shares
(the “Restricted Shares”) of the Company’s Common Stock, par value $0.01 per share (the “Common
Stock”). Your Restricted Shares are subject to the terms and conditions set forth in the Plan and
this Agreement. As used herein, the term “Committee” shall mean the Compensation Committee or such
other committee of directors appointed by the Board of Directors of the Company to administer the
Plan or, if no committee has been appointed for such purpose, reference to the “Committee” shall be
deemed a reference to the Board of Directors of the Company. Any terms used in this Agreement and
not defined shall have the respective meanings set forth in the Plan.





	1.	 	Vesting of and Payment for Restricted Shares






	 	(a)	 	Unless they vest on an earlier date as provided in Paragraphs 4 and 5 below,
your Restricted Shares will vest as follows: 31,959 shares on January 1, 2007; 31,959
shares on January 1, 2008; and 31,958 shares on January 1, 2009, provided that you are
an employee of or have another qualifying Relationship with the Company or one of its
subsidiaries on each such respective date.
	 
	 	(b)	 	You are not required to pay the Company to receive the Restricted Shares
granted to you by this Agreement.






	2.	 	Restrictions on the Restricted Shares




Until Restricted Shares have vested, they may not be sold, transferred, assigned, pledged or
otherwise disposed of or encumbered, whether by operation of law or otherwise; provided, however,
that at your election the Restricted Shares may be originally issued in the name of or transferred
to your family trust or limited partnership or other permitted assignee solely for estate planning
purposes (“Permitted Assignee”). Restricted Shares shall be evidenced by stock certificates
bearing an appropriate legend referring to the applicable terms, conditions and restrictions of
this Agreement. Stock certificates representing the Restricted Shares will be registered in your
name or the name of your Permitted Assignee as of the date hereof, but such certificates will be
held by the Company on your behalf until the respective Restricted Shares vest, and you or your
Permitted Assignee shall deliver to the Company a stock power, endorsed in blank, relating to the
Restricted Shares. At such time as Restricted Shares vest, a certificate




 









 







representing such shares (less any shares retained by the Company to satisfy your tax withholding
obligations) will be delivered to you or your Permitted Assignee as soon as practicable, free of
the restrictive legend.





	3.	 	Dividends and Voting




From and after the date of this Agreement, if any dividends or other distributions are declared by
the Company on the Common Stock, such dividends or distributions with respect to your Restricted
Shares which are not vested on the record date for such dividend or distribution will be reinvested
on the record date, based on the Fair Market Value Per Share of the Common Stock on such date, in
additional Restricted Shares (rounded to the nearest whole share) having the same vesting date as
the Restricted Shares to which the dividend or distribution is applicable. You will have the right
to vote your Restricted Shares without regard to whether or not they are vested.





	4.	 	Termination of Employment






	 	(a)	 	General. If your employment or other qualifying Relationship terminates for
any reason, except as otherwise expressly provided in any employment agreement between
you and the Company, any of your Restricted Shares which have not vested prior to your
termination of employment or other qualifying Relationship will be forfeited and
cancelled.
	 
	 	(b)	 	Acceleration of Vesting. In addition to any provision for acceleration of
vesting expressly provided in any employment agreement between you and the Company, the
Committee may, in its sole discretion, with or without the imposition of conditions,
declare all or any portion of your Restricted Shares immediately vested or otherwise
accelerate the vesting date of your Restricted Shares or any portion thereof.
	 
	 	(c)	 	Relationship. Nothing contained herein shall be construed to limit or restrict
the right of the Company or any of its subsidiaries to terminate your employment or
other Relationship at any time, with or without cause, or to increase or decrease your
compensation from the rate in existence at the time the Restricted Shares are granted.
As used in this Agreement, the term “Relationship” shall mean that you are or have
agreed to become an officer, director, employee, consultant, adviser or independent
contractor of the Company or any Related Company.






	5.	 	Change in Control; Corporate Transaction




In the event of a Change in Control, any portion of the Restricted Shares which has not otherwise
vested shall automatically accelerate so that all such Restricted Shares shall, immediately upon
the effective time of the Change in Control, become vested. In the event of a Corporate
Transaction, any portion of the Restricted Shares which has not otherwise vested shall
automatically accelerate so that all such Restricted Shares shall, immediately prior to the
effective time of the Corporate Transaction, become vested.




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	6.	 	Income Tax Withholding




You must make arrangements satisfactory to the Company to satisfy any applicable federal, state or
local tax withholding liability arising with respect to the Restricted Shares at the time such
liability arises. You can either make a cash payment to the Company of the required amount or, if
you do not make an election under Section 83(b) of the Internal Revenue Code, you can elect to
satisfy your withholding obligation by having the Company withhold from your Restricted Shares a
number of shares of Common Stock (rounded to the nearest whole share) having a Fair Market Value
Per Share equal to the amount of your withholding obligation. If you fail to satisfy your
withholding obligation in a time and manner satisfactory to the Company, the Company shall, to the
extent permitted by applicable law, have the right to withhold the required amount from your
Restricted Shares of Common Stock, salary or any other amounts payable to you.



Any election to have shares withheld must be made on or before the vesting date of your Restricted
Shares giving rise to the tax withholding obligation. A copy of the withholding election form and
instructions are attached.





	7.	 	Adjustment in Certain Events




In the event of specified changes in the Company’s capital structure, the Committee is required to
make appropriate adjustment in the number and kind of shares authorized by the Plan and the number
and kind of shares covered by outstanding awards. This Agreement will continue to apply to your
Restricted Shares as so adjusted.





	8.	 	Effect on Other Benefits




Income recognized by you as a result of the grant or vesting of Restricted Shares or the receipt of
dividends or other distributions on your Restricted Shares will not be included in the formula for
calculating benefits under the Company’s other benefit plans and programs.





	9.	 	Method of Acceptance




This Agreement is addressed to you in duplicate and shall not be effective until you execute the
acceptance below and return one copy to the Company, thereby acknowledging that you have read and
agreed to all the terms and conditions of this Agreement and the Plan.





	10.	 	Plan Terms




In the event of any conflict between the provisions of this Agreement and the Plan, the Plan shall
govern. All determinations and interpretations thereof made by the Committee shall be conclusive
and binding on the parties hereto and their successors and assigns.




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     EXECUTED as of July 28, 2006.



	 	 	 	 	 	 	 
	 	 	AMERISTAR CASINOS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter C. Walsh	 	 
	 

	 	 	 	 	 	 





	 	 	 	 	 	 	 
	ACCEPTED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ John M. Boushy

	 	 	 	July 28, 2006	 	 
	 

	 	 	 	 	 	 
	JOHN M. BOUSHY

	 	 
	 	Date
	 	 






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INSTRUCTIONS FOR WITHHOLDING ELECTION

RESTRICTED SHARES GRANTED ON JULY 28, 2006





	1.	 	You can use this Withholding Election form if you would like to have some of your Restricted
Shares withheld by the Company when they vest and used to satisfy your tax withholding
obligations. If you do not file this election with the Company’s Controller on or before the
date your Restricted Shares vest, you must pay the Company the amount of your federal, state
and local tax withholding obligations with respect to such Restricted Shares by cash or check
at the time you recognize income with respect to such shares, or you must make other
arrangements satisfactory to Company to satisfy this obligation.






	2.	 	DO NOT FILE THIS FORM IF YOU HAVE MADE AN ELECTION WITH RESPECT TO THESE SHARES UNDER SECTION
83(b) OF THE INTERNAL REVENUE CODE.






	3.	 	You may amend this election at any time by filing a subsequently dated Withholding Election
form with the Company’s Controller. Copies of this form may be obtained from the Company’s
General Counsel.




 









 











WITHHOLDING ELECTION

RESTRICTED SHARES GRANTED ON JULY 28, 2006



I hereby elect to have Ameristar Casinos, Inc. (the “Company”) withhold a number of shares of
Common Stock from the award granted to me on the date referenced above pursuant to the Company’s
Amended and Restated 1999 Stock Incentive Plan equal to the number of shares (rounded to the
nearest whole share) necessary to satisfy the Company’s federal, state and local tax withholding
obligations with respect to the vesting of such Shares.




	 	 	 	 	 
	 

	 	 	 	 
	 

	 	Signature
	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Name (Print or Type)	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	Date