Exhibit 10.20


 


STOCK OPTION AGREEMENT


 


THIS AGREEMENT, entered into as of [Grant Date] (the “Grant
Date”), by and between the participant signing this Agreement (the “Participant”)
and Isle of Capri Casinos, Inc. (the “Company”);


 


WITNESSETH THAT:


 


WHEREAS, the Company maintains the Isle of Capri
Casinos, Inc. 2000 Long-Term Stock Incentive Plan (the “Plan”), which is
incorporated into and forms a part of this Agreement, and the Participant has
been selected by the committee administering the Plan (the “Committee”) to
receive a Stock Option Award under the Plan;


 


NOW, THEREFORE, IT IS AGREED, by and between the
Company and the Participant, as follows:


 


1.                                                                                       Terms
of Award.  The terms of the Award are
set forth in Schedule I.


 


2.                                                                                       Award
and Exercise Price.  This Agreement
specifies the terms of the option (the “Option”) granted to the Participant to
purchase the number of Covered Shares at the Exercise Price per share as set
forth in Schedule I.  The Option shall be
an “incentive stock option” or a “nonqualified stock option” as designated in
Schedule I.  In the event that the Option
is designated as an “incentive stock option” in Schedule I, the Option is
intended to constitute, and shall be treated as, an “incentive stock option” as
that term is used in Code section 422. 
To the extent that the aggregate fair market value (determined at the
time of grant) of shares of Stock with respect to which incentive stock options
are exercisable for the first time by the Participant during any calendar year
under all plans of the Company and its Subsidiaries exceeds $100,000, the
options or portions thereof which exceed such limit (according to the order in
which they were granted) shall be treated as non-qualified stock options.  It should be understood that if the Option is
designated as an “incentive stock option”, there is no assurance that the
Option will, in fact, be treated as an incentive stock option.  In the event that the Option is designated as
a “nonqualified stock option” in Schedule I, the Option is not intended to
constitute, and shall not be treated as, an “incentive stock option” as that
term is used in Code section 422.


 


3.                                                                                       Date
of Exercise.  Subject to the
limitations of this Agreement, the Option shall be exercisable as set forth on
Schedule I.  An installment shall not
become exercisable on the otherwise applicable Vesting Date if the Participant’s
Date of Termination occurs on or before such Vesting Date.  Notwithstanding the foregoing provisions of
this paragraph 3, the Option shall become exercisable with respect to all of
the Covered Shares (to the extent it is not then otherwise exercisable) as
follows:


 


(a)                                  The
Option shall become fully exercisable upon the Participant’s Date of
Termination, if the Participant’s Date of Termination occurs by reason of the
Participant’s Death,  Disability or
Retirement.


 


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(b)                                 The
Option shall become fully exercisable upon a Change in Control, if the
Participant’s Date of Termination does not occur on or before the Change in
Control.


 


The Option may be exercised on or after the Date of
Termination only as to that portion of the Covered Shares as to which it was
exercisable immediately prior to the Date of Termination, or as to which it
became exercisable on the Date of Termination in accordance with this paragraph
3. Notwithstanding the foregoing provisions of this paragraph 3, a reload
option shall not become exercisable in accordance with this paragraph 3, and
shall instead become exercisable in accordance with paragraph 6.


 


4.                                                                                       Expiration.  The Option shall not be exercisable after the
Company’s close of business on the last business day that occurs prior to the
Expiration Date.  The “Expiration Date”
shall be earliest to occur of:


 


(a)                                  the
ten-year anniversary of the Grant Date;


 


(b)                                 if
the Participant’s Date of Termination occurs by reason of Death or Disability,
the one-year anniversary of such Date of Termination; or


 


(c)                                  if
the Participant’s Date of Termination occurs for reasons other than Death or
Disability, the 90-day anniversary of such Date of Termination.


 


5.                                                                                       Method
of Option Exercise.  Subject to the
terms of this Agreement and the Plan, the Option may be exercised in whole or
in part by filing a written notice with the Secretary of the Company at its
corporate headquarters prior to the Company’s close of business on the last
business day that occurs prior to the Expiration Date.  Such notice shall be as provided in Schedule
II.  Except as otherwise provided by the
Committee before the Option is exercised, all or a portion of the Exercise
Price shall be paid by the Participant in accordance with the methods described
in Schedule II.


 


6.                                                                                       Withholding.  All deliveries and distributions under this
Agreement are subject to withholding of all applicable taxes.  At the election of the Participant, and
subject to such rules and limitations as may be established by the
Committee from time to time, such withholding obligations may be satisfied
through the surrender of shares of Stock which the Participant already owns, or
to which the Participant is otherwise entitled under the Plan.


 


7.                                                                                       Transferability.  The Option is not transferable other than as
designated by the Participant by will or by the laws of descent and
distribution, and during the Participant’s life, may be exercised only by the
Participant.


 


8.                                                                                       Definitions.  For the purposes of this Agreement, the terms
used in this Agreement shall be subject to the following:


 


(a)                                  Date
of Termination.  The Participant’s “Date
of Termination” shall be the first day occurring on or after the Grant Date on
which the Participant is not employed by the Company or any Subsidiary,
regardless of the reason for the termination of employment; provided that a
termination of employment shall not be deemed to occur by reason of a transfer
of the Participant between the Company and a Subsidiary or between two
Subsidiaries; and 


 


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further provided that the Participant’s employment
shall not be considered terminated while the Participant is on a leave of
absence from the Company or a Subsidiary approved by the Participant’s
employer.  If, as a result of a sale or
other transaction, the Participant’s employer ceases to be a Subsidiary (and
the Participant’s employer is or becomes an entity that is separate from the
Company), the occurrence of such transaction shall be treated as the
Participant’s Date of Termination caused by the Participant being discharged by
the employer.


 


(b)                                 Disability.  Except as otherwise provided by the
Committee, the Participant shall be considered to have a “Disability” during
the period in which the Participant is unable, by reason of a medically
determinable physical or mental impairment, to engage in any substantial
gainful activity, which condition, in the opinion of a physician selected by
the Committee, is expected to have a duration of not less than 120 days.


 


(c)                                  Retirement.  The term “Retirement” shall mean the
termination by a Participant of his employment by reason of reaching the age of
65 or such later date approved by the Board of Directors of the Company.


 


9.                                                                                       Heirs
and Successors.  This Agreement shall
be binding upon, and inure to the benefit of, the Company and its successors
and assigns, and upon any person acquiring, whether by merger, consolidation,
purchase of assets or otherwise, all or substantially all of the Company’s
assets and business.  If any rights
exercisable by the Participant or benefits deliverable to the Participant under
this Agreement have not been exercised or delivered, respectively, at the time
of the Participant’s death, such rights shall be exercisable by the Designated
Beneficiary, and such benefits shall be delivered to the Designated
Beneficiary, in accordance with the provisions of this Agreement and the
Plan.  The “Designated Beneficiary” shall
be the beneficiary or beneficiaries designated by the Participant in writing
filed with the Committee in such form and at such time as the Committee shall
require.  If a deceased Participant fails
to designate a beneficiary, or if the Designated Beneficiary does not survive
the Participant, any rights that would have been exercisable by the Participant
and any benefits distributable to the Participant shall be exercised by or
distributed to the legal representative of the estate of the Participant.  If a deceased Participant designates a
beneficiary and the Designated Beneficiary survives the Participant but dies
before the Designated Beneficiary’s exercise of all rights under this Agreement
or before the complete distribution of benefits to the Designated Beneficiary
under this Agreement, then any rights that would have been exercisable by the
Designated Beneficiary shall be exercised by the legal representative of the
estate of the Designated Beneficiary, and any benefits distributable to the
Designated Beneficiary shall be distributed to the legal representative of the
estate of the Designated Beneficiary.


 


10.                                                                                 Administration.  The authority to manage and control the
operation and administration of this Agreement shall be vested in the Committee,
and the Committee shall have all powers with respect to this Agreement as it
has with respect to the Plan.  Any
interpretation of the Agreement by the Committee and any decision made by it
with respect to the Agreement is final and binding on all persons.


 


11.                                                                                 Plan
Governs.  Notwithstanding anything in
this Agreement to the contrary, the terms of this Agreement shall be subject to
the terms of the Plan, a copy of which may be obtained by the Participant from
the office of the Secretary of the Company; and this Agreement 


 


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is subject to all interpretations, amendments, rules and
regulations promulgated by the Committee from time to time pursuant to the
Plan.


 


12.                                                                                 Not
An Employment Contract.  The Option
will not confer on the Participant any right with respect to continuance of
employment or other service with the Company or any Subsidiary, nor will it
interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate or modify the terms of such Participant’s
employment or other service at any time.


 


13.                                                                                 Notices.  Any written notices provided for in this
Agreement or the Plan shall be in writing and shall be deemed sufficiently
given if either hand delivered or if sent by fax or overnight courier, or by
postage paid first class mail.  Notices
sent by mail shall be deemed received three business days after mailing but in
no event later than the date of actual receipt. 
Notices shall be directed, if to the Participant, at the Participant’s
address indicated by the Company’s records, or if to the Company, at the
Company’s principal executive office.


 


14.                                                                                 Fractional
Shares.  In lieu of issuing a
fraction of a share upon any exercise of the Option, resulting from an
adjustment of the Option pursuant to paragraph 4.2(f) of the Plan or
otherwise, the Company will be entitled to pay to the Participant an amount
equal to the fair market value of such fractional share.


 


15.                                                                                 No
Rights As Stockholder.  The
Participant shall not have any rights of a stockholder with respect to the
shares subject to the Option, until a stock certificate has been duly issued
following exercise of the Option as provided herein.


 


16.                                                                                 Amendment.  This Agreement may be amended by written
agreement of the Participant and the Company, without the consent of any other
person.


 


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IN WITNESS WHEREOF, the Participant has executed this
Agreement, and the Company has caused these presents to be executed in its name
and on its behalf, all as of the Grant Date.


 


	
   

  	
  Participant

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Isle of Capri Casinos, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Its: Senior Vice President, CFO, Treasurer,

  
	
   

  	
  and Assistant Secretary

  



 


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