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Exhibit 4.01    
    


 
 

1994 Directors' Stock Option Plan    
    


PAUL-SON GAMING CORPORATION  


1994 DIRECTORS' STOCK OPTION PLAN  


Adopted by the Board of Directors January 31, 1994

Revised by the Board of Directors August 24, 1994

Approved by the Stockholders October 5, 1994

Revised by the Board of Directors July 29, 1996

Further Revised by the Board of Directors September 24, 1999

Further Revised, by the Board of Directors September 12, 2002

Approved by the Stockholders October 29, 2003  


	1.
	Purpose 





        The
Paul-Son Gaming Corporation 1994 Directors' Stock Option Plan (the "Plan") is intended to promote the interests of Paul-Son Gaming Corporation (the
"Corporation") and its subsidiaries by offering members of the Board of Directors of the Corporation who are not employed as regular salaried officers or employees of the Corporation or any of its
subsidiaries (hereinafter referred to as "Non-Employee Directors" or "Optionees") the opportunity to participate in a stock option plan in order to encourage Non-Employee
Directors to take a long term view of the affairs of the Corporation; to attract and retain highly qualified Non-Employee Directors; and to aid in rewarding Non-Employee
Directors for their services to the Corporation. 


	2.
	Administration 



        The
Plan shall be administered by a Committee (the "Committee") of not less than two Directors of the Corporation who are not eligible to participate under the Plan, selected by and
serving at the pleasure of the Corporation's Board of Directors (the "Board"). The Committee shall not have any discretion to determine or vary any matters which are fixed under the terms of the Plan
including, without limitation, which individuals shall receive option awards, how many shares of the Corporation's stock shall be subject to each such option award, what the exercise price of stock
covered by an option shall be, and what means of payment shall be acceptable. 


        The
Committee shall have the authority to otherwise interpret the Plan and make all determinations necessary or advisable for its administration. 


        The
Committee's decisions under the Plan shall be subject to the approval of the Board. 


	3.
	Eligibility 



        Only
Non-Employee Directors, who are not participants in the Corporation's 1994 Long Term Incentive Plan, will be eligible to be granted awards. 


	4.
	Stock
Subject to the Plan 





        The
stock from which awards may be granted shall be the Corporation's $.01 par value Common Stock ("Common Stock"). When options are exercised, the Corporation may either issue
authorized but unissued shares of Common Stock or transfer issued shares of Common Stock held in its treasury. The total number of shares of Common Stock which may be granted as stock options shall
not exceed 150,000. If an option expires, or is otherwise terminated prior to its exercise, the Common Stock covered by such an option immediately prior to such expiration or other termination shall
continue to be available for grant under the Plan. 





 
	5.
	Grant
and Amount of Options 



        The
date of grant of the initial option ("Initial Option") for a Non-Employee Director commencing his or her term shall be the date that he or she becomes a member of the
Board of Directors ("Commencement Date"). The Initial Option grant shall be to purchase 6,000 shares of Common Stock (subject to vesting per Section 6.2 and to adjustment per Section 7). 


        Annual
awards of options ("Annual Options" or individually an "Annual Option") shall be granted beginning on the anniversary of the Commencement Date, and continuing each year
thereafter. An Annual Option will be to purchase: (i) prior to the third anniversary of the Commencement date, 1,500 shares of Common Stock for each of the following Board committees on which
the Non-Employee Director served for a period of at least six months during the twelve months prior to the date of grant: (A) Audit Committee; (B) Compliance Committee; and
(C) Compensation Committee; and (ii) on the third anniversary of the Commencement Date, and each year thereafter, an additional 2,000 shares of Common Stock (all grant amounts subject to
adjustment per section 7). The Initial Option and the Annual Options are collectively referred to herein as "option" or "options." 


	6.
	Terms
and Conditions of Options 





        Options
shall be designated non-statutory options or not qualified as Incentive Stock Options under Section 422(a) of the Internal Revenue Code of 1986, as amended
(the "Code"), and shall be evidenced by written instruments approved by the Committee. Such instruments shall conform to the following terms and conditions: 



	6.1
	Option
price 




        The
option price shall be the fair market value of the shares of Common Stock under option on the date such option is granted. The fair market value per share shall be the last reported
sale price of the stock on such date on the Nasdaq National Market, or on such other stock exchange that the Common Stock may be listed from time to time. The option price shall be paid (i) in
cash or (ii) in shares of Common Stock, including Common Stock underlying the option being exercised, having a fair market value equal to such option price or (iii) in a combination of
cash and shares of Common Stock, including Common Stock underlying the option being exercised. The fair market value of shares of Common Stock delivered to the Corporation pursuant to the immediately
preceding sentence shall be determined on the basis of the last reported sale price of the Common Stock on the Nasdaq National Market on the day of exercise or, if there was no such sale price on the
day of exercise, on the day next preceding the day of exercise on which there was such a sale. 


	6.2
	Vesting,
exercise and term of options 




        The
Initial Option shall be exercisable to the extent of vesting. The Initial Option shall vest over a three year period, with one-third of the Initial Option (2,000 shares)
vesting upon each anniversary of the Commencement Date. Annual Options shall be fully vested upon grant, but shall only be exercisable six months and one day from the date of grant. 


        Except
in special circumstances, each option shall expire upon the earlier of the tenth anniversary of the date of its grant or nine months after the Non-Employee Director
retires. 


        After
becoming exercisable, each option shall remain exercisable until the expiration or termination of the option. After becoming exercisable an option may be exercised by the Optionee
from time to time, in whole or part, up to the total number of shares with respect to which it is then exercisable. The Committee may provide that payment of the option exercise price may be made
following delivery of the certificate for the exercised shares. 



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        Upon
the exercise of an option, the purchase price will be payable in full in cash or Common Stock as provided in Paragraph 6.1. Any shares of Common Stock so assigned and
delivered to the Corporation in payment or partial payment of the purchase price will be valued at Fair Market Value on the exercise date. Upon the exercise of a non-qualified stock
option, the Corporation shall withhold from the shares of Common Stock to be issued to the eligible Optionee the number of shares necessary to satisfy the Corporation's obligation to withhold Federal
taxes, such determination to be based on the shares' Fair Market Value on the date of exercise. 


	6.3
	Termination
of Directorship 




        If
an Optionee ceases, other than by reason of death or retirement to be elected to serve on the Board: (A) all options granted to such Optionee and exercisable on the date of
termination of Directorship shall expire on the earlier of (i) the tenth anniversary after the date of grant or (ii) nine months after the day such Optionee's term ends; and
(B) all options granted to such Optionee which are unvested or unexercisable shall expire. 


	6.4
	Exercise
upon death of optionee 




        If
an Optionee dies, the option may be exercised, to the extent of the number of shares that the Optionee could have exercised on the date of such death, by the Optionee's estate,
personal representative or beneficiary who acquires the option by will or by the laws of descent and distribution. Such exercise may be made at any time prior to the earlier of (i) the tenth
anniversary after the date of grant or (ii) the second anniversary of such Optionee's death. On the earlier of such dates, the option shall terminate. The Committee may approve all cash
payments to the estate of an Optionee if circumstances warrant such a decision. 


	6.5
	Assignability





        No
option shall be assignable or transferable by the Optionee except by will or by the laws of descent and distribution and during the lifetime of the Optionee the option shall be
exercisable only by such Optionee. 



	7.
	Capital
Adjustments 



        The
number and price of shares of Common Stock covered by each award of options and the total number of shares that may be granted under the Plan shall be proportionally adjusted to
reflect, subject to any required action by the stockholders, any stock dividend or split, recapitalization, merger, consolidation, spin-off, reorganization, combination or exchange of
shares or other similar corporate change. 


	8.
	Change
of Control 





        Notwithstanding
the provisions of Section 7, in the event of a change of control, all vesting on all unexercised stock options will accelerate to the change of control date. For
purposes of this Plan, a "Change of Control" of the Corporation shall be deemed to have occurred at such time as (a) any "person" (as the term is used in Section 13(d) and 14(d) of the
Securities Exchange Act of 1934 ("Exchange Act")), not including Paul S. Endy, or his heirs or assigns, or the Paul S. Endy, Jr. Living Trust, or its beneficiaries, becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 25.0% or more of the combined voting power of the Corporation's
outstanding securities ordinarily having the right to vote at the election of directors; or (b) individuals who constitute the Board of Directors on the date hereof (the "Incumbent Board")
cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by at least a majority of the
directors comprising the Incumbent Board, or whose nomination for election was approved by a majority of the Board of Directors of the Corporation serving under an Incumbent Board, shall be, for
purposes of this clause (b), considered as if he or she were a member of the 


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Incumbent
Board; or (c) merger, consolidation or sale of all or substantially all the assets of the Corporation occurs, unless such merger or consolidation shall have been affirmatively
recommended to the Corporation's stockholders by a majority of the Incumbent Board; or (d) a proxy statement soliciting proxies from stockholders of the Corporation by someone other than the
current management of the Corporation seeking stockholder approval of a plan or reorganization, merger or consolidation of the Corporation with one or more corporations as a result of which the
outstanding shares of the Corporation's securities are actually exchanged for or converted into cash or property or securities not issued by the Corporation unless the reorganization, merger or
consolidation shall have been affirmatively recommended to the Corporation's stockholders by a majority of the Incumbent Board. 


	9.
	Approvals




        The
issuance of shares pursuant to this Plan is expressly conditioned upon obtaining all necessary approvals from all regulatory agencies from which approval is required, including
gaming regulatory agencies, and upon obtaining stockholder ratification of the Plan. 


	10.
	Effective
Date of Plan 



        The
effective date of the Plan is January 31, 1994. 


	11.
	Term:
Amendment of Plan 



        This
Plan shall expire on January 30, 2009 (except to options outstanding on that date). The Board may terminate the Plan at any time. The Board may amend the Plan at any time,
provided however, the provisions of Section 5 pertaining to the amount of options to be granted and the timing of such option grants and the provisions of Paragraph 6.1 pertaining to the
option price of the Common Stock under option shall not be amended more than once every six months, other than to comport with changes in the Internal Revenue Code or the rules thereunder. Further
provided however, that, without the approval of the holders of a majority of the outstanding shares of Common Stock; the total number of shares that may be sold, issued or transferred under the Plan
may not be increased (except by adjustment pursuant to Section 7); the provisions of Section 3 regarding eligibility may not be modified; the purchase price at which shares may be
offered pursuant to options may not be reduced (except by adjustment pursuant to Section 7); and the expiration date of the Plan may not be extended and no change may be made which would cause
the Plan not to comply with Rule 16b-3 of the Exchange Act, as amended from time to time. No action of the Board or stockholders, however, may, without the consent of an Optionee,
alter or impair such Optionee's rights under any option previously granted. 


	12.
	Withholding
Taxes 



        The
Corporation shall have the right to deduct withholding taxes from any payments made pursuant to the Plan or to make such other provisions as it deems necessary or appropriate to
satisfy its obligations to withhold federal, state or local income or other taxes incurred by reason of payments or the issuance of shares of Common Stock under the Plan. Whenever under the Plan,
shares of Common Stock are to be delivered upon exercise of an option, the Committee shall be entitled to require as a condition of delivery that the grantee remit an amount sufficient to satisfy all
federal, state and other government withholding tax requirements related thereto. 


	13.
	Plan
Not a Trust 





        Nothing
contained in the Plan and no action taken pursuant to the Plan shall create or be construed to create a trust of any kind, or a fiduciary relationship, between the Corporation
and any Optionee, the executor, administrator or other personal representative, or designated beneficiary of such Optionee, or any other persons. If and to the extent that any Optionee or such
Optionee's executor, administrator or other personal representative, as the case may be, acquires a right to receive any payment from the Corporation pursuant to the Plan, such right shall be no
greater than the right of an unsecured general creditor of the Corporation. 


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	14.
	Notices




        Each
Optionee shall be responsible for furnishing the Committee with the current and proper address for the mailing of notices and delivery of agreements, Common Stock and cash pursuant
to the Plan. Any notices required or permitted to be given shall be deemed given if directed to the person to whom addressed at such address and mailed by regular United States mail, first-class and
prepaid. If any item mailed to such address is returned as undeliverable to the addressee, mailing will be suspended until the Optionee furnishes the proper address. This provision shall not be
construed as requiring the mailing of any notice or notification if such notice is not required under the terms of the Plan or any applicable law. 


	15.
	Severability
of Provisions 




        If
any provision of this Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and this Plan shall be construed
and enforced as if such provisions had not been included. 


	16.
	Payment
to Minors, etc. 



        Any
benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipting therefor shall be deemed paid when paid to such person's guardian or
to the party
providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Corporation and other parties with respect thereto. 


	17.
	Headings
and Captions 



        The
headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan. 


	18.
	Controlling
Law 



        This
Plan shall be construed and enforced according to the laws of the State of Nevada to the extent not preempted by federal law, which shall otherwise control. 


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Exhibit 4.01


1994 Directors' Stock Option Plan