**Exhibit 10.20**

 

STOCK OPTION AGREEMENT

 

THIS AGREEMENT, entered into as of [Grant Date] (the “GrantDate”), 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 CapriCasinos, Inc. 2000 Long-Term Stock Incentive Plan (the “Plan”), which isincorporated into and forms a part of this Agreement, and the Participant hasbeen selected by the committee administering the Plan (the “Committee”) toreceive a Stock Option Award under the Plan;

 

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

 

1.                                                                                       Termsof Award.  The terms of the Award areset forth in Schedule I.

 

2.                                                                                       Awardand Exercise Price.  This Agreementspecifies the terms of the option (the “Option”) granted to the Participant topurchase the number of Covered Shares at the Exercise Price per share as setforth in Schedule I.  The Option shall bean “incentive stock option” or a “nonqualified stock option” as designated inSchedule I.  In the event that the Optionis designated as an “incentive stock option” in Schedule I, the Option isintended to constitute, and shall be treated as, an “incentive stock option” asthat term is used in Code section 422. To the extent that the aggregate fair market value (determined at thetime of grant) of shares of Stock with respect to which incentive stock optionsare exercisable for the first time by the Participant during any calendar yearunder all plans of the Company and its Subsidiaries exceeds $100,000, theoptions or portions thereof which exceed such limit (according to the order inwhich they were granted) shall be treated as non-qualified stock options.  It should be understood that if the Option isdesignated as an “incentive stock option”, there is no assurance that theOption will, in fact, be treated as an incentive stock option.  In the event that the Option is designated asa “nonqualified stock option” in Schedule I, the Option is not intended toconstitute, and shall not be treated as, an “incentive stock option” as thatterm is used in Code section 422.

 

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

 

(a)                                  TheOption shall become fully exercisable upon the Participant’s Date ofTermination, if the Participant’s Date of Termination occurs by reason of theParticipant’s Death,  Disability orRetirement.

 

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

 

The Option may be exercised on or after the Date ofTermination only as to that portion of the Covered Shares as to which it wasexercisable immediately prior to the Date of Termination, or as to which itbecame exercisable on the Date of Termination in accordance with this paragraph3. Notwithstanding the foregoing provisions of this paragraph 3, a reloadoption shall not become exercisable in accordance with this paragraph 3, andshall instead become exercisable in accordance with paragraph 6.

 

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

 

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

 

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

 

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

 

5.                                                                                       Methodof Option Exercise.  Subject to theterms of this Agreement and the Plan, the Option may be exercised in whole orin part by filing a written notice with the Secretary of the Company at itscorporate headquarters prior to the Company’s close of business on the lastbusiness day that occurs prior to the Expiration Date.  Such notice shall be as provided in ScheduleII.  Except as otherwise provided by theCommittee before the Option is exercised, all or a portion of the ExercisePrice shall be paid by the Participant in accordance with the methods describedin Schedule II.

 

6.                                                                                       Withholding.  All deliveries and distributions under thisAgreement are subject to withholding of all applicable taxes.  At the election of the Participant, andsubject to such rules and limitations as may be established by theCommittee from time to time, such withholding obligations may be satisfiedthrough the surrender of shares of Stock which the Participant already owns, orto which the Participant is otherwise entitled under the Plan.

 

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

 

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

 

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

 

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

 

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

 

(c)                                  Retirement.  The term “Retirement” shall mean thetermination by a Participant of his employment by reason of reaching the age of65 or such later date approved by the Board of Directors of the Company.

 

9.                                                                                       Heirsand Successors.  This Agreement shallbe binding upon, and inure to the benefit of, the Company and its successorsand assigns, and upon any person acquiring, whether by merger, consolidation,purchase of assets or otherwise, all or substantially all of the Company’sassets and business.  If any rightsexercisable by the Participant or benefits deliverable to the Participant underthis Agreement have not been exercised or delivered, respectively, at the timeof the Participant’s death, such rights shall be exercisable by the DesignatedBeneficiary, and such benefits shall be delivered to the DesignatedBeneficiary, in accordance with the provisions of this Agreement and thePlan.  The “Designated Beneficiary” shallbe the beneficiary or beneficiaries designated by the Participant in writingfiled with the Committee in such form and at such time as the Committee shallrequire.  If a deceased Participant failsto designate a beneficiary, or if the Designated Beneficiary does not survivethe Participant, any rights that would have been exercisable by the Participantand any benefits distributable to the Participant shall be exercised by ordistributed to the legal representative of the estate of the Participant.  If a deceased Participant designates abeneficiary and the Designated Beneficiary survives the Participant but diesbefore the Designated Beneficiary’s exercise of all rights under this Agreementor before the complete distribution of benefits to the Designated Beneficiaryunder this Agreement, then any rights that would have been exercisable by theDesignated Beneficiary shall be exercised by the legal representative of theestate of the Designated Beneficiary, and any benefits distributable to theDesignated Beneficiary shall be distributed to the legal representative of theestate of the Designated Beneficiary.

 

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

 

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

 

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is subject to all interpretations, amendments, rules andregulations promulgated by the Committee from time to time pursuant to thePlan.

 

12.                                                                                 NotAn Employment Contract.  The Optionwill not confer on the Participant any right with respect to continuance ofemployment or other service with the Company or any Subsidiary, nor will itinterfere in any way with any right the Company or any Subsidiary wouldotherwise have to terminate or modify the terms of such Participant’semployment or other service at any time.

 

13.                                                                                 Notices.  Any written notices provided for in thisAgreement or the Plan shall be in writing and shall be deemed sufficientlygiven if either hand delivered or if sent by fax or overnight courier, or bypostage paid first class mail.  Noticessent by mail shall be deemed received three business days after mailing but inno event later than the date of actual receipt. Notices shall be directed, if to the Participant, at the Participant’saddress indicated by the Company’s records, or if to the Company, at theCompany’s principal executive office.

 

14.                                                                                 FractionalShares.  In lieu of issuing afraction of a share upon any exercise of the Option, resulting from anadjustment of the Option pursuant to paragraph 4.2(f) of the Plan orotherwise, the Company will be entitled to pay to the Participant an amountequal to the fair market value of such fractional share.

 

15.                                                                                 NoRights As Stockholder.  TheParticipant shall not have any rights of a stockholder with respect to theshares subject to the Option, until a stock certificate has been duly issuedfollowing exercise of the Option as provided herein.

 

16.                                                                                 Amendment.  This Agreement may be amended by writtenagreement of the Participant and the Company, without the consent of any otherperson.

 

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IN WITNESS WHEREOF, the Participant has executed thisAgreement, and the Company has caused these presents to be executed in its nameand 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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