Exhibit 4.01


 


1994
Directors’ Stock Option Plan


 


GAMING PARTNERS INTERNATIONAL
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


Further Revised by the Board of Directors June 25, 2007


Approved by the Stockholders August 8, 2007


Further Revised by the Board of Directors April 1, 2008


Approved by the Stockholders May 9, 2008


 


1.
Purpose


 


The Gaming Partners
International Corporation 1994 Directors’ Stock Option Plan (the “Plan”) is
intended to promote the interests of Gaming Partners International 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 the Compensation Committee (the “Committee”), selected by and
serving at the pleasure of the Corporation’s Board of Directors (the “Board”),
or by the Board.  The Committee or the
Board 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; provided, however, that notwithstanding the foregoing or any other
provision of the Plan, the Board shall have the authority to make the grants
and other related determinations pursuant to Section 5.2 of the Plan.


 


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


 


Any actions or decisions by
the Committee under the Plan (other than grants of Non-Discretionary Options
pursuant to Section 5.1 below) shall be subject to the approval of the
Board.


 


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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 450,000.  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


 


5.1 Non-Discretionary 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 “Non-Discretionary Options.”


 


5.2 Discretionary Options


 


Notwithstanding any provision
of the Plan to the contrary, in addition to the Non-Discretionary Options, the
Board shall have the authority to grant options from time to time in its sole
and absolute discretion (“Discretionary Options”) to Non-Employee Directors
pursuant to this Section 5.2.  No
Non-Employee Director shall have any right or claim to be granted a
Discretionary Option.  Subject to and
consistent with the provisions of the Plan, the Board is authorized in its
sole and absolute discretion to:


 


(i)            Select the
Non-Employee Directors, if any, to whom Discretionary Options may be granted;
and


 


(ii)           Determine the number of shares of Common
Stock which are subject to a Discretionary Option.


 


Without in any manner limiting the authority and
discretion of the Board as provided herein, the Committee shall have the
authority to make recommendations from time to time to the Board for the 


 


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grant of Discretionary Options.  The total number of shares of Common Stock
which may be subject to Discretionary Options shall not exceed 100,000;
provided, however, that (i) if a Discretionary Option
expires, or is otherwise terminated prior to its exercise, the shares of Common
Stock covered by such Discretionary Option immediately prior to such expiration
or other termination shall continue to be available for grant under this Section 5.2
as a Discretionary Option; and (ii)  any shares of Common Stock not subject to
Discretionary Options shall be available for grants as Non-Discretionary
Options.  The Non-Discretionary Options
and the Discretionary Options are collectively referred to herein as “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 or the Board. 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
and Discretionary 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 tenth anniversary of the date of its grant or such
earlier date as provided in Section 6.3 below.


 


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 or the Board may provide that
payment of the option exercise price may be made following delivery of the
certificate for the exercised shares.


 


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 


 


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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 for any reason including
death or resignation to be a director: (A) all options granted to such
Optionee and vested on the date of termination of Directorship shall expire on
the earliest of (i) the tenth anniversary after the date of grant, (ii) nine
months after the day such Optionee ceases to be a director for any reason other
than death, or (iii) two years after the day such Optionee ceases to be a
director due to his death; and (B) all options granted to such Optionee
which are unvested shall expire.


 


6.4 Exercise upon death of
optionee


 


If an Optionee dies, the option may be
exercised, to the extent provided in Section 6.3, by the Optionee’s
estate, personal representative or beneficiary who acquires the option by will
or by the laws of descent and distribution. The Committee or the Board 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 


 


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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 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 31,
2014 (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 or the Board 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.


 


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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.


 


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 Board, 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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