Exhibit 10.2


 


FORM OF


RESTRICTED STOCK GRANT AGREEMENT


USED WITH


DOVER
DOWNS GAMING & ENTERTAINMENT, INC.


2002
STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED


 


RESTRICTED STOCK GRANT AGREEMENT made as of the              
day of                        ,
             
(the “Grant Date”) between DOVER DOWNS GAMING & ENTERTAINMENT, INC., a
Delaware corporation (hereinafter called “Company”), and                                    ,
an employee of the Company, or one or more of its subsidiaries (hereinafter
called the “Employee”).


 


WHEREAS, the Company
desires to grant to the Employee shares of its Common Stock, par value $0.10
per share (hereinafter called the “Common Stock”), subject to certain continued
employment and vesting criteria, pursuant to the terms and provisions of the
Company’s 2002 Stock Incentive Plan, as Amended and Restated, (hereinafter
called the “Plan”), as hereinafter provided.


 


NOW, THEREFORE, in
consideration of the mutual covenants hereinafter set forth and Employee’s
employment by the Company, the parties hereto agree as follows:


 


1.             THE PLAN. 
This Agreement is made pursuant to and in accordance with the terms and
provisions of the Plan.  Anything in this
Agreement to the contrary notwithstanding, the terms and provisions of the
Plan, all of which are incorporated herein by reference, shall be controlling
in the event of any inconsistency herewith.


 


2.             ADMINISTRATION. 
The Plan shall be administered by the Compensation and Stock Incentive
Committee of the Board of Directors of the Company, hereinafter referred to as
the “Committee”.  The Committee is
authorized and empowered to administer and interpret the Plan and this
Agreement.  Any interpretations of this
Agreement or of the Plan made by the Committee shall be final and binding upon
the parties hereto.


 





















 


3.             GRANT OF RESTRICTED STOCK.  Effective as of the Grant Date, the Company
hereby irrevocably grants to the Employee                 
shares of Common Stock, which shares are subject to satisfaction of the vesting
requirements and the terms and conditions hereinafter set forth (such shares of
Common Stock being hereinafter referred to in the aggregate as the “Restricted
Stock”).


 


4.             VESTING AND CONTINUED EMPLOYMENT.  All Restricted Stock shall vest in accordance
with the following vesting schedule, but only if, through such date, Employee
shall have been in the continuous employ of the Company or a subsidiary
thereof, in a position of equivalent or greater responsibility as on the Grant
Date:


 


	
  Anniversary

  Date

  of this

  Agreement

  	
   

  	
  Percentage

  of

  Total Grant

  Fully Vested

  	
   

  	
  Number

  of

  Shares

  Fully Vested

  	
   

  	
  Cumulative

  Number of

  Shares

  Fully Vested

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Unless otherwise
determined by the Committee (or pursuant to procedures established by the
Committee) at or after the Grant Date, if an Employee’s employment terminates
for any reason other than death or retirement on or after age 65, as in the
case of voluntary resignation of employment, all Restricted Stock which has not
yet vested shall be immediately forfeited.


 


Unless otherwise determined by the Committee at or
after the Grant Date, if an Employee’s employment terminates by reason of
death, a pro rata portion of the restrictions pertaining to continued
employment on any Restricted Stock will lapse, based on the number of full months
the Employee was employed during the restriction period divided by the total
number of months in the restriction period.


 


Unless otherwise
determined by the Committee at or after the Grant Date, if an Employee’s
employment terminates by reason of retirement on or after age 65, all of the
restrictions pertaining to continued employment on any Restricted Stock will
lapse.


 


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5.             ESCROW; DIVIDENDS AND VOTING RIGHTS.  Prior to the completion of the vesting
schedule referenced in Section 4, all shares of Restricted Stock shall be held
in escrow by the Company for the benefit of the Employee.  During such period, prior to any forfeiture
of the shares, the Employee shall receive all cash dividends declared with
respect to the shares and shall have the right to exercise all voting rights
with respect to the shares.  At the
discretion of the Company, any share certificates so held in escrow shall be
inscribed with a legend referencing the transfer restrictions contained in this
Agreement and any other applicable transfer restrictions.  Any share certificates issued pursuant to a
stock split or as dividends with respect to the Restricted Stock held in escrow
shall also be held in escrow on the same terms as the Restricted Stock and
shall be released at the same time as, and subject to the same risk of
forfeiture as, the shares with respect to which they were issued.  Any issued Restricted Stock which the
Employee does not forfeit pursuant to Section 4 shall be transferred to the
Employee free of any forfeiture conditions under the Plan or this Agreement as
soon as practicable after the service vesting condition under Section 4 has
been satisfied or no longer applies.


 


6.             NON-TRANSFERABILITY.  No Restricted Stock granted pursuant to this
Agreement shall be assignable or transferable, and such Restricted Stock shall
not be subject to execution, attachment or other process, until that date on
which the Restricted Stock vests pursuant to Section 4.  Any attempt by the Employee to alienate,
assign, pledge, hypothecate or otherwise dispose of the Employee’s interest in
this Agreement or any Restricted Stock prior to its becoming fully vested shall
be ineffective and shall permit the Company to terminate this Agreement and cause
the forfeiture of any unvested shares.  
The Company may, at its discretion, place a legend to such effect on the
certificates representing the shares of Restricted Stock and issue appropriate
stop transfer instructions to the Company’s transfer agent.


 


7.             CHANGE IN CAPITALIZATION.  If there are any changes in the
capitalization of the Company affecting in any manner the number or kind of
outstanding shares of Common Stock of the Company, whether such changes have
been occasioned by declaration of stock dividend, stock split-ups,


 


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reclassifications or recapitalizations of such stock, or because the
Company has merged or consolidated with some other corporation, or for any
other reason whatsoever, then the number of shares then subject to this
Agreement shall be proportionately adjusted by the Committee as required by the
Plan or to whatever extent the Committee determines that any such change
equitably requires an adjustment.  In no
case shall the Company be required to issue a fractional share of Common Stock,
and the total adjustment as set forth above shall be limited accordingly.  The Committee need not treat other holders of
Restricted Stock in the same manner as the Employee is treated.


 


8.             REQUIREMENTS OF LAW.  If any law, regulation of the Securities and
Exchange Commission, or any regulation of any other commission or agency having
jurisdiction shall require the Company or the Employee to take any action with
respect to the shares of Restricted Stock covered by this Agreement, then the
date upon which the Company shall deliver or cause to be delivered the
certificate or certificates for the shares of Restricted Stock shall be
postponed until full compliance has been made with all such requirements or law
or regulation.  Further, at or before the
time of the delivery of any shares of Restricted Stock, the Employee shall, if
requested by the Company, deliver to the Company a written statement that the
Employee intends to hold the shares, so acquired for investment and not with a
view to resale or other distribution thereof to the public.  Further, in the event the Company shall
determine that, in compliance with the Securities Act of 1933 or other
applicable statute or regulation, it is necessary to register any of the shares
of Restricted Stock, or to qualify any such shares for exemption for any of the
requirements of the Securities Act of 1933 or other applicable statute or
regulations, then the Company shall take such action at its own expense, but not
until such action has been completed shall the shares be issued in the name of
the Employee.


 


9.             WITHHOLDING. 
The Company shall have the power and the right to deduct or withhold, or
require an Employee to remit to the Company, an amount (including any shares of
Common Stock withheld as provided herein) sufficient to satisfy Federal, state
and local taxes (including the Employee’s FICA obligation) required by law to
be withheld with respect to a grant of


 


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Restricted Stock.  With the
Company’s consent, the Employee shall be able to elect that such tax
withholding requirements be satisfied, in whole or in part, (1) by tendering
shares of Common Stock held by the Employee at least twelve (12) months prior to
their tender or (2)  through a reduction
in the number of shares of Restricted Stock issued or transferred to the
Employee.  Any such election shall be
irrevocable, made in writing and signed by the Employee.  The Company reserves the right to reduce the
number of shares of Restricted Stock issued or transferred to the Employee in
order to satisfy such minimum applicable tax withholding requirements.


 


10.           NO EFFECT ON EMPLOYMENT.  Nothing herein shall be construed to limit or
restrict the right of the Company or any of its subsidiaries to terminate an
Employee’s employment at any time, with or without cause, or to increase or
decrease the compensation of the Employee from the rate in existence at the
time of the Grant Date.


 


11.           GOVERNING LAW.  This Agreement and all awards made and
actions taken hereunder shall be governed by and construed in accordance with
the laws of the State of Delaware and the parties agree to the exclusive
jurisdiction of state and federal courts in Delaware with respect to any disputes
arising under this Agreement or the Plan.


 


IN WITNESS WHEREOF, the
Company has caused this Option Agreement to be duly executed by an authorized
officer, and the Employee has hereunto set hand and seal, all as of the day and
year first above written.


 


	
   

  	
  Dover Downs Gaming
  & Entertainment, Inc.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Employee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SS#:

  	
   

  



 


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