ex10_2.htm


    
      

    

    Exhibit
10.2

     

     

     

    
      
        

      

      
        

      




     

    NONQUALIFIED
STOCK OPTION AGREEMENT

    


    BETWEEN

    


    SILVERLEAF
RESORTS, INC.

    


    AND

     

    _____________________________

    
 

     

     

    
      

    

    
      

    

     

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE OF
CONTENTS

    


    
      	 
      	 
      	 
      	
               Page

            
	 
      	 
      	 
      	 
      
	
              RECITALS

            	
              1

            
	
              AGREEMENT

            	
              1

            
	
              ARTICLE
      I.

            	
              1

            
	
              GRANT
      OF OPTION

            	
              1

            
	
               
      

            	
              Section
      1.1.           
      

            	
              Grant
      of Option

            	
              1

            
	 
      	
              Section
      1.2.

            	
              Fair
      Market Value

            	
              1

            
	 
      	
              Section
      1.3.

            	
              Purchase
      Price

            	
              1

            
	 
      	
              Section
      1.4.

            	
              Time
      for Exercise

            	
              2

            
	 
      	
              Section
      1.5.

            	
              Partial
      Exercise

            	
              2

            
	 
      	
              Section
      1.6.

            	
              Fractional
      Shares

            	
              2

            
	 
      	
              Section
      1.7.

            	
              Method
      of Exercise

            	
              2

            
	 
      	
              Section
      1.8.

            	
              Termination
      of Option

            	
              2

            
	 
      	
              Section
      1.9.

            	
              Payment
      upon Change of Control

            	
              3

            
	
              ARTICLE
      II

            	
              4

            
	
              RESTRICTIONS
      AND LIMITATIONS

            	
              4

            
	 
      	
              Section
      2.1.

            	
              Effect
      on Other Agreements

            	
              4

            
	 
      	
              Section
      2.2.

            	
              Limitation
      on Payments

            	
              4

            
	 
      	
              Section
      2.3.

            	
              Shares
      as Investment

            	
              4

            
	 
      	
              Section
      2.4.

            	
              Reclassification,
      Consolidation, or Merger

            	
              4

            
	 
      	
              Section
      2.5.

            	
              Limitations
      Upon Transfer of Option

            	
              4

            
	 
      	
              Section
      2.6.

            	
              Limitations
      Upon Transfer of Shares

            	
              4

            
	 
      	
              Section
      2.7.

            	
              Rights
      as Shareholder

            	
              5

            
	
              ARTICLE
      III

            	
              5

            
	
              ADMINISTRATIVE
      PROVISIONS

            	
              5

            
	 
      	
              Section
      3.1.

            	
              Notices

            	
              5

            
	 
      	
              Section
      3.2.

            	
              Binding
      Effect

            	
              5

            
	 
      	
              Section
      3.3.

            	
              Nonqualified
      Options

            	
              5

            
	 
      	
              Section
      3.4.

            	
              Incorporation
      of the 2008 Plan

            	
              5

            
	 
      	
              Section
      3.5.

            	
              Effective
      Date of Option Agreement

            	
              5

            


    

    

      
        
           


        

        
          i

          
            

          

        

        
           


        

      

    

     

    NONQUALIFIED
STOCK OPTION AGREEMENT

    BETWEEN

    SILVERLEAF
RESORTS, INC.

    AND

    ___________________________

    


    This Nonqualified Stock Option
Agreement (the “Option Agreement”) is made between SILVERLEAF RESORTS, INC., a
Texas Corporation (the “Company”), and _____________________ (“Optionee”),
effective as of the date specified below.

    


    RECITALS:

    


    A.           As
Optionee is a valuable Director of the Company, the Company considers it
desirable and in its best interests that Optionee be given an inducement to
acquire a proprietary interest in the Company and an added incentive to advance
the interests of the Company in the form of options to purchase common shares of
the Company;

    


    B.           The
stock options granted hereunder are granted pursuant to the terms of the 2008
Stock Option Plan for Silverleaf Resorts, Inc., which was adopted by the
Company’s shareholders effective as of July 29, 2008 (the “2008 Plan”), and are
intended to be Non-Qualified Options as defined in the 2008 Plan and not
Incentive Options as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the “Code”); and

    


    C.           The
stock options granted hereunder may not be exercised and the stock options will
terminate unless the 2008 Plan has been approved by the shareholders within
twelve (12) months of the date the 2008 Plan was adopted by the
Company.

    


    


    AGREEMENT:

    


    NOW, THEREFORE, in consideration of the
promises and the mutual agreements hereinafter contained, and for other good and
valuable consideration, the Parties agree as follows:

    


    ARTICLE
I.

    GRANT OF
OPTION

    


    Section
1.1.         Grant of
Option.  The Company
hereby grants to Optionee the right and option to purchase from it, on the terms
and conditions following, all or any part of an aggregate of Seventy-five
Thousand (75,000) shares of the authorized $0.01 par value common shares of the
Company.

    


    Section
1.2.         Fair
Market Value.  The fair market
value of the Company's $0.01 par value common shares as of the effective date of
this Option Agreement is ONE AND 895/1,000 DOLLARS ($1.895) per share, as
determined by the Compensation Committee of the Company's Board of Directors
pursuant to Section 7.3 of the 2008 Plan.

    


    Section
1.3.         Purchase
Price.  The purchase
price for each share purchasable hereunder shall be ONE AND 895/1,000 DOLLARS
($1.895).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Section
1.4.         Time for
Exercise.   Optionee
may elect to exercise the options at the times and for the number of shares
indicated as follows:

    


    
      	
               
      

            	
              (a)

            	
              On
      or after August 14, 2009, to and including August 13, 2010, 18,750 shares;
      and

            


    

    


    
      	
               
      

            	
              (b)

            	
              On
      or after August 14, 2010, to and including August 13, 2011, an additional
      18,750 shares;

            


    

    


    
      	
               
      

            	
              (c)

            	
              On
      or after August 14, 2011, to and including August 13, 2012, an additional
      18,750 shares;

            


    

    


    
      	
               
      

            	
              (d)

            	
              On
      or after August 14, 2012, but before August 14, 2018 (the “Option
      Termination Date”),  an additional 18, 750
    shares.

            


    

    


    However, if Optionee does not purchase
the full number of shares to which Optionee is entitled in any period above,
Optionee is permitted to purchase those remaining shares in a later period
through and including the Option Termination Date, in addition to those shares
which Optionee may otherwise be entitled to purchase.

    


    Section
1.5.         Partial
Exercise.  No partial
exercise of such option may be for less than 100 full shares.

    


    Section
1.6.         Fractional
Shares.  In no event shall
the Company be required to transfer fractional shares to the
Optionee.

    


    Section
1.7.         Method of
Exercise.  The option shall
be exercised by Optionee as to all or part of the shares covered by the option
by giving written notice of such exercise to the Company, specifying the number
of shares to be purchased and specifying a business day not more than fifteen
(15) days from the date such notice is given, for the payment of the purchase
price against delivery of the shares being purchased.  Such notice
shall set forth a statement, if required by Section 8.8 of the 2008 Plan and
Section 2.3 of this Option Agreement, that the shares are being acquired for
investment.

    


    Subject to any applicable laws or
regulations and to the terms of Sections 8.8, 12.5, and 13.1 of the 2008 Plan,
the Company shall cause certificates for the Shares so purchased to be delivered
to Optionee at the principal business office of the Company, against payment of
the full purchase price, on the date specified in the notice of exercise, such
payment to be made in cash or by certified check or by transfer and delivery of
shares of the common stock of the Company as provided in Section 7.4 of the 2008
Plan.

    


    Section
1.8.         Termination
of Option.  The option and
all rights granted by this Option Agreement, to the extent those rights have not
been exercised, will terminate and become null and void on the sooner
of:


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (a)

            	
              Such
      date as is ten (10) years from the date of this Option
      Agreement;

            


    

    


    
      	
               
      

            	
              (b)

            	
              The
      Option Termination Date as defined in Section 1.4
  hereof;

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      date which is three months after the date Optionee ceases to continually
      serve as a Director, Officer or Employee of the Company, if such cessation
      is by disability, retirement, or dismissal other than for cause, as
      defined in Section 9.4 of the 2008 Plan, provided that in the event of
      Optionee's cessation of directorship, office or employment under such
      terms, Optionee may exercise such option only to the extent that Optionee
      was entitled to exercise it on the date of Optionee's cessation of
      directorship, office or employment;

            


    

    


    
      	
               
      

            	
              (d)

            	
              The
      date Optionee ceases to continually serve as a Director, Officer or
      Employee of the Company if such cessation is by voluntary termination or
      dismissal for cause as defined in Sections 9.3 and 9.4 of the 2008
      Plan;

            


    

    


    
      	
               
      

            	
              (e)

            	
              The
      date which is one year following the death of Optionee if Optionee dies
      while serving as a Director, Officer or Employee of the Company or within
      the three-month period following the termination of such directorship,
      office or employment if such termination was by disability, retirement, or
      dismissal other than for cause.  In the event of Optionee's
      death under such terms, the person or persons to whom Optionee's rights
      under the option shall pass, whether by will or by the applicable laws of
      descent and distribution, may exercise such option pursuant to Section 8.7
      of the 2008 Plan only to the extent that Optionee was entitled to exercise
      it on the date of Optionee's death;
or

            


    

    


    
      	
               
      

            	
              (f)

            	
              Subject
      to payment being made by the Company under Section 1.9, the date of a
      change of control of the Company.  A “change in control” of the
      Company shall have the same meaning that such phrase has under Section
      10.2 of the 2008 Plan.

            


    

    


    For
purposes of the foregoing provisions, serving as a Director, Officer or Employee
of a subsidiary corporation or parent corporation of the Company, as defined in
the 2008 Plan, shall be deemed to be serving as a Director, Officer or Employee
of the Company.

    


    Section
1.9.         Payment
upon Change of Control.  Provided that the
grant of this Non-Qualified Option has been approved in the manner set forth in
Section 2.6 hereof, upon a change of control of the Company, the Company shall
pay and the Optionee shall be entitled to receive from the Company, with respect
to each Share subject to this Non-Qualified Option, an amount of cash equal to
the excess of the fair market value of such Share immediately prior to the
occurrence of the change of control over the exercise price per Share of this
Non-Qualified Option.


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    ARTICLE
II

    RESTRICTIONS AND
LIMITATIONS

    


    Section
2.1.         Effect on
Other Agreements.  Nothing herein
contained shall be deemed to modify the terms of any other agreement between the
Company and Optionee.

    


    Section
2.2.         Limitation
on Payments .  If it is
determined, in the manner provided under Article XI of the 2008 Plan, that
Article XI of the 2008 Plan applies to a payment or payments made under this
Option Agreement, then such payment or payments to the Employee shall be reduced
as provided in Article XI of the 2008 Plan.  This reduction of
payments under Article XI of the 2008 Plan is designed to result in the maximum
after tax amount for the Employee by taking into account the effect that section
4999 of the Code could have on the payment or payments.

    


    Section
2.3.         Shares as
Investment.  By accepting this
option and if required by the 2008 Plan, Optionee acknowledges for Optionee,
Optionee's heirs, and legatees that any and all shares purchased under this
Option Agreement shall be acquired for investment and not for or with a view
towards distribution, and upon the transfer of any or all of the shares subject
to the option granted hereunder, Optionee, or Optionee's heirs or legatees
receiving such shares, shall deliver to the Company a representation in writing
that such shares are being acquired in good faith for investment and not for or
with a view towards distribution.

    


    Section
2.4.         Reclassification,
Consolidation, or Merger.  Adjustments to
the number of shares subject to the option and the option price for them shall
be proportionately adjusted, pursuant to Section 10.1 of the 2008
Plan.

    


    Section
2.5.         Limitations
Upon Transfer of Option.  During the
lifetime of Optionee, the option and all rights granted in this Option Agreement
shall be exercisable only by the Optionee, and except as Section 1.8(f) of this
Option Agreement otherwise provides, the option and all rights granted under
this Option Agreement shall not be transferred, assigned, pledged, or
hypothecated in any way (whether by operation of law or otherwise), and shall
not be subject to execution, attachment, or similar process. Upon any attempt to
transfer, assign, pledge, hypothecate, or otherwise dispose of such option or of
such rights contrary to the provisions in this Option Agreement, or upon the
levy or any attachment or similar process upon such option or such rights, such
option and such rights shall immediately become null and void.

    


    Section
2.6.         Limitations
Upon Transfer of Shares.  No shares
acquired by Optionee pursuant to this Option Agreement shall be sold or disposed
of within six (6) months following the date of acquisition of such shares,
unless either the grant of this Non-Qualified Option is approved by the Board of
Directors, or a committee of the Board of Directors that is composed solely of
two or more non-employee directors as defined in Rule 16b-3 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), or the grant of this
Non-Qualified Option is approved or ratified, in compliance with Section 14 of
the Exchange Act, by either:  the affirmative votes of the holders of
a majority of the securities of the Company present, or represented, and
entitled to vote at a meeting duly held in accordance with the applicable laws
of the state or other jurisdiction in which the Company is incorporated, or the
written consent of the holders of a majority of the securities of the Company
entitled to vote, provided that such ratification occurs no later than the date
of the next annual meeting of the shareholders.  Any attempted sale,
disposal or transfer of such shares in violation of the foregoing restrictions
on transfer shall be without effect.  All shares transferred to
Optionee pursuant to the exercise of the option granted hereby shall be clearly
marked with the foregoing restrictions on transfer to the extent
applicable.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    Section
2.7.        Rights as
Shareholder.  Neither Optionee
nor Optionee's executor, administrator, heirs, or legatees, shall be or have any
rights or privileges of a shareholder of the Company in respect of the shares
transferable upon exercise of the option granted under this Option Agreement,
unless and until certificates representing such shares shall have been endorsed,
transferred, and delivered and the Optionee, or the Optionee's executor,
administrator, heirs or legatees, as the case may be, has caused his name to be
entered as the shareholder of record on the books of the Company.

    


    ARTICLE
III

    ADMINISTRATIVE
PROVISIONS

    


    Section
3.1.         Notices.  Any notice to be
given under the terms of this Option Agreement shall be addressed to the Parties
as follows:

    


    If to the
Company:

    


    
      	
               
      

            	
              Silverleaf
      Resorts, Inc.

            


    

    
      	
               
      

            	
              Attn:  Robert
      E. Mead, Chief Executive Officer

            


    

    
      	
               
      

            	
              1221
      River Bend Drive, Suite 120

            


    

    
      	
               
      

            	
              Dallas,
      Texas 75247

            


    

    


    If to
Optionee:

    


    


    Any Party may change its address by
giving notice in writing, stating its new address, to the other Party as
provided in the foregoing manner.  Any notice shall be deemed duly
given when enclosed in a properly sealed envelope or wrapper addressed as herein
required, certified and deposited (postage and certification fee prepaid) in a
post office or branch post office regularly maintained by the United States
Government.

    


    Section
3.2.         Binding
Effect.  This Option
Agreement shall be binding upon the heirs, executors, administrators, and
successors of the parties hereto.

    


    Section
3.3.         Nonqualified
Options.  The options
granted hereunder are intended to be Nonqualified Options as defined in the 2008
Plan.

    


    Section
3.4.         Incorporation
of the 2008 Plan.  The terms,
conditions and limitations contained in the 2008 Plan are incorporated herein by
reference and such provisions shall control to the extent they are not
specifically contrary to a provision of this Option Agreement.

    


    Section
3.5.         Effective
Date of Option Agreement.  This Option
Agreement is effective as of the 14th day of August, 2008.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    


    
      	
              DATES
      OF EXECUTION:

            	 
      	
              SILVERLEAF
      RESORTS, INC., the Company

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              ______________,
      _____

            	 
      	
              By: 
      

            	 
      
	 
      	 
      	 
      	
              Authorized
      Officer

            
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
              ______________,
      _____

            	 
      	 
      	 
      
	 
      	 
      	
              Optionee

            


    

      
  

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