Exhibit 10.16


 


SECOND AMENDMENT TO


AMENDED AND RESTATED DEFERRED COMPENSATION PLAN


 


THIS
SECOND AMENDMENT TO AMENDED AND RESTATED DEFERRED COMPENSATION PLAN (this “Second Amendment”) is made and
entered into as of the 7th day of November, 2007, by STATION CASINOS, INC., a Nevada
corporation, with its principal offices located at 1505 South Pavilion Center
Drive, Las Vegas, Nevada  89135 (the “Company”).


 


WHEREAS, the Company
adopted a Amended and Restated Deferred Compensation Plan, effective as of January 1, 2001 (the “Plan”); and


 


WHEREAS, the Company
now desires to amend the Plan as provided herein.


 


NOW,
THEREFORE, effective as of November 7, 2007, the Plan is amended as follows:


 


1.             Section 2(d) of the Plan is hereby amended
in full to read as follows:


 


                “(d)         “Change in Control” shall mean
the following:  (A) prior to the
occurrence of an Initial Public Offering, the consummation of any transaction
(including, without limitation, any merger or consolidation) as a result of
which any “person” or “group” (in each case, as such term is used in Section
13(d)(3) of the Securities Exchange Act of 1934 (the “Exchange Act”)), other
than any Member of Fertitta Colony Partners LLC, a Nevada limited liability
company (“Parent”) who is an Existing Equity Holder or Permitted
Transferee  of such a Member of Parent,
or an Affiliate thereof, becomes the “beneficial owner” (as such term is
defined in rule 13d-3 promulgated under the Exchange Act) of more
than fifty percent (50%) of the total issued and outstanding Class A Units
and Class B Units of Parent; (B) after the occurrence of an Initial
Public Offering, the consummation of any transaction (including, without
limitation, any merger or consolidation) as a result of which any person or
group, other than a Member of Parent who is an Existing Equity Holder or
Permitted Transferee of such a Member of Parent, or any Affiliate thereof,
becomes the beneficial owner of more than thirty-five percent (35%) of the
total issued and outstanding shares of Voting Stock of the IPO Corporation; or
(C) the sale, lease, transfer, conveyance or other disposition (other than
by way of merger or consolidation) in one or a series of related transactions,
of more than fifty percent (50%) (as measured by fair market value at the time
of transfer) of the assets of the Company to any person (other than the Company
or a Company subsidiary), other than (x) any Member of Parent on the date
hereof or Permitted Transferee of such a Member of Parent or Affiliate thereof
or (y) as part of any financing transaction engaged in by the Company or a
Company subsidiary.  In addition, no
Change in Control shall be deemed to have occurred as a result of any
reorganization of or similar transaction engaged in by the Company or any
subsidiary of the Company (including in respect of an Initial Public
Offering).  The consummation of the
transactions contemplated by that Agreement and Plan of Merger dated February
23, 2007, and amended as of May 4, 2007, among Parent, FCP Acquisition Sub, a
Nevada corporation, and the Company shall not constitute a “Change in Control”
hereunder.  For purposes of this
definition, the terms “Initial Public 


 


 

















 


Offering” and “Permitted Transferee” shall have the meanings given to
such terms in the Second Amended and Restated Operating Agreement of Parent
dated of even date herewith, by and among FC Investor, LLC, FCP Class B Holdco
LLC, Frank J. Fertitta III, Lorenzo J. Fertitta and the other members party
thereto.  For purposes of this
definition, (1) “Affiliate” shall mean any individual, firm, partnership,
association, trust, company, corporation or other entity (“Person”)
controlling, controlled by or under common control with the Company; (2) “Existing
Equity Holder” shall mean (a) the affiliates of Colony Capital, LLC, including
FC Investor, LLC and its affiliated funds and controlled accounts and (b) Frank
J. Fertitta III, Blake L. Sartini, Delise F. Sartini, Lorenzo J. Fertitta,
Scott M Nielson, William W. Warner and Richard J. Haskins, and their executors,
administrators or the legal representatives of their estates, their heirs,
distributees and beneficiaries, and any trust as to which any of the foregoing
is a settlor or co-settlor and any corporation, partnership or other entity
which is an Affiliate of any of the foregoing, and any lineal descendants of
such persons (but only to the extent that the beneficial ownership of the
Class A Units and/or Class B Units of Parent held by such lineal
descendants was directly received by gift, trust or sale from any such person);
(3) “IPO Corporation” shall mean the Company (or Affiliate thereof) which is
the issuer of the equity interests offered and sold in the Initial Public
Offering; and (4) “Voting Stock” shall mean capital stock or other equity
interests of any class or classes whose holders are entitled under ordinary
circumstances (irrespective of whether at the time stock or other equity
interests of any other class or classes shall have or might have voting power
by reason of the happening of any contingency) to vote for the election of a
majority of the directors, managers, trustees or other governing body of such
Person.”


2.             Capitalized terms not otherwise defined in this Second
Amendment shall have the meanings set forth in the Plan.


 


3.             Except as expressly amended by this Second Amendment,
all other terms and provisions of the Plan shall remain unaltered, are hereby
reaffirmed, and shall continue in full force and effect.


 


4.             This Second Amendment may be executed in counterparts,
each of which shall be deemed an original and all of which shall constitute one
and the same document, with the same effect as if all parties had signed on the
same page.


 


[Signature Page Follows]


 


 


2

















 


IN
WITNESS WHEREOF, the Company has executed this Second Amendment
effective as of the date first written above.


 


	
  STATION CASINOS, INC.

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Thomas M. Friel

  
	
   

  	
  Name:

  	
  Thomas M. Friel

  
	
   

  	
  Title:

  	
  Executive Vice President,
  Chief

  
	
   

  	
   

  	
  Accounting Officer and
  Treasurer