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                                                                    EXHIBIT 4.1

                           SPEEDWAY MOTORSPORTS, INC.
                            FORMULA STOCK OPTION PLAN
                        AMENDED AND RESTATED MAY 5, 1998

                                    ARTICLE 1
                      PURPOSE; EFFECTIVE DATE; DEFINITIONS

     1.1  Purpose. This Speedway Motorsports, Inc. Formula Stock Option Plan is
          -------
intended to secure for Speedway Motorsports, Inc. and its stockholders the
benefits of the incentive inherent in common stock ownership by the Independent
Directors of the Company, who are responsible in part for the Company's growth
and financial success, and to afford such persons the opportunity to obtain and
thereafter increase a proprietary interest in the Company on a favorable basis
and thereby share in its success. This Plan is intended to constitute a "formula
plan" meeting the requirements for formula awards under paragraph (c)(2)(ii) of
rule 16b-3 of the Securities Exchange Commission under the Exchange Act and
shall be construed accordingly.

     1.2  Effective Date. Subject to ratification of this Plan by the Company's
          --------------
stockholders as provided in Section 5.9, this Plan shall be effective on and as
of January 1, 1996.

     1.3  Definitions. Capitalized terms used in this Plan but nor defined
          -----------
herein are used herein as defined in the option Agreement. In addition,
throughout this Plan, the following terms shall have the meanings indicated:

          (a) "Board" shall mean the Board of Directors of the Company.
               -----

          (b) "Code" Shall mean the Internal Revenue Code of 1986, as amended,
               ----
     and the rule and regulations promulgated hereunder.

          (c) "Committee" shall mean the Board, constituted as a committee
               ---------
     composed of all Directors other than the Independent Directors.

          (d) "Common Stock" shall mean the Common Stock, par value $0.01 per
               ------------
     share, of the Company

          (e) "Company" shall mean Speedway Motorsports, Inc., a Delaware
               -------
     corporation.

          (f) "Director" shall mean any member of the Board.
               --------

          (g) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
               ------------
     amended.

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          (h) "Fair Market Value" shall mean, with respect to the Common Stock
               -----------------
     on any day, the average closing sales price of a share of Common Stock for
     the 10 business days immediately preceding such day for which a closing
     price is available from the principal trading market for the Common Stock.
     A "business day" is any day, other than a Saturday or Sunday, on which the
     relevant market is open for trading.

          (i) "Independent Director" shall mean any Director other than a
               --------------------
     Director who, at the time of an Option award to such Director hereunder, is
     a full-time employee of the Company or a subsidiary of the Company.

          (j) "Option" shall mean an option to purchase shares of Common Stock
               ------
     awarded to an Independent Director pursuant to this Plan.

          (k) "Option Agreement" shall mean an agreement between the Company and
               ----------------
     an Independent Director, in substantially the form of Annex A to this Plan,
                                                           -------
     evidencing the award of an Option.

          (l) "Option Shares" shall mean the shares of Common Stock purchased
               -------------
     upon exercise of an Option.

          (m) "Plan" shall mean this Speedway Motorsports, Inc. Formula Stock
               ----
     Option Plan, as the same may be amended from time to time.

                                   ARTICLE II
                                    COMMITTEE

     2.1  Committee Work. This Plan and the Options shall be interpreted,
          --------------
construed and administered by the Committee in its sole discretion such that the
interpretation, construction and administration by the Committee of any
provision of this Plan or of any Option shall be conclusive and binding on all
parties. A majority of the entire Committee shall constitute a quorum, and the
action of a majority of the members present at any meeting at which a quorum is
present shall be deemed the action of the Committee. In addition, any decision
or determination reduced to writing and signed by all members of the Committee
shall be fully as effective as if it had been made by a majority vote at a
meeting duly called and held. Subject to the provisions of the Plan and the
Company's bylaws, the Committee may make such additional rules and regulations
for the conduct of its business as it shall deem advisable and shall hold
meetings at such times and places as it may determine.

     2.2  Limitation on Receipt of Options by Committee Members. No person,
          -----------------------------------------------------
while a member of the Committee, shall be eligible to receive Options under the
Plan, but a member of the Committee may exercise Options granted prior to his or
her becoming a member of the Committee.

     2.3  Good Faith Determinations. No member of the Committee or other member
          -------------------------
of the Board shall be liable for any action or determination made in good faith
with respect to this Plan or any Option granted hereunder.

                                        2

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                                   ARTICLE III
                     ELIGIBILITY; SHARES SUBJECT TO THE PLAN

     3.1  Eligibility. Only Independent Directors shall be eligible to receive
          -----------
Option awards under this Plan.

     3.2  Shares Subject to the Plan. Subject to the provisions of Section 4.2
          --------------------------
(d) (relating to adjustment for changes in the Common Stock), the maximum number
of shares that may be issued under this Plan shall not exceed in the aggregate
800,000 shares of Common Stock. Such shares may be authorized and unissued
shares or, in the alternative, authorized and issued shares that have been
reacquired by the Company as treasury stock. If any Option awarded under this
Plan shall for any reason terminate or expire or be surrendered without having
been exercised in full, then the underlying shares not acquired by Option
exercise shall be available for grant hereunder.

                                   ARTICLE IV
                                 FORMULA AWARDS

     4.1  Formula. On or before January 31 of each year during the term of this
          -------
Plan (commencing after the effective date hereof), each person who is then an
Independent Director shall be awarded an Option to purchase 20,000 shares of
Common Stock, in each case at an exercise price per share equal to the Fair
Market Value per share of Common Stock as of the date of such award. All of the
Option awards referred to in this Section 4.1 shall be made by operation of the
provisions of this Plan and shall require no further action by the Company, the
Board, the Committee or any other person except as specifically provided for
elsewhere in this Plan. Each Option shall be exercisable, in whole or in part,
at any time and from time to time during the Option Period. Each Option shall
terminate on the expiration of its Option Period, if not earlier terminated.

     4.2  Other Terms and Conditions. Each Option award under this Plan shall be
          --------------------------
evidenced by an option Agreement as established, from time to time, by the
Committee. The Option Agreements need not be identical with one another, but
each one shall include the substance of, and shall be governed by, all of the
following terms and conditions:

          (a) Numbers of Shares and Option Exercise Price. Each Option Agreement
              -------------------------------------------
     shall state the number of shares of Common Stock to which it pertains and
     the Option exercise price, all in accordance with this Plan.

          (b) Medium and Time of Payment. Upon exercise of the Option, the
              --------------------------
     Option exercise price shall be payable in United States dollars, either in
     cash (including by check) or in shares of Common Stock owned by the
     Optionee or in a combination of cash and Common Stock. If all or any
     portion of the Option exercise price is paid in Common Stock, then such
     Common Stock shall be valued at its Fair Market Value as of the Exercise
     Date.

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          (c)  Minimum Exercise; No Transfers. No less than 100 shares of Common
               ------------------------------
     Stock may be purchased by Option exercise at any one time unless the number
     purchased is the total number of shares in respect of which the Option is
     then exercisable. No Option shall be assignable or transferable by an
     Optionee, and no other person shall acquire any rights therein, except
     that, subject to the provisions of Section 4.2(f), the Option may be
     transferred by will or the laws of descent or distribution or pursuant to a
     qualified domestic relations order as defined by the Code or Title I of the
     Employee Retirement Income Security Act, or the rules thereunder.

          (d)  Recapitalization; Reorganization. Subject to any action required
               --------------------------------
     by the stockholders of the Company, the maximum number of shares of Common
     Stock that may be issued under this Plan pursuant to Section 3.2, the
     number of shares of Common Stock covered by each outstanding Option and the
     per-share exercise price applicable to each outstanding Option shall, in
     each case, be proportionately adjusted for any increase or decrease in the
     number of issued shares of Common Stock resulting from a subdivision or
     consolidation of shares or the payment of a stock dividend on the Common
     Stock or any other increase or decrease in the number of shares of Common
     Stock effected without receipt of consideration by the Company.

          Subject to any action required by the stockholders, if the Company is
     the surviving corporation in any merger, then each Option outstanding shall
     pertain to and apply to the securities or other consideration that a holder
     of the number of shares of Common Stock underlying the Option would have
     been entitled to receive in the merger. A dissolution, liquidation or
     consolidation of the Company or a merger in which the Company is not the
     surviving corporation, other than a merger effected solely for the purpose
     of changing the Company's domicile, shall cause each outstanding Option not
     exercised prior to the effective date of such transaction to terminate. In
     the case of a merger effected for the purpose of changing the Company's
     domicile, each outstanding Option shall continue in effect in accordance
     with its terms and shall apply to the same number of shares of common stock
     of such surviving corporation as the number of shares of Common Stock to
     which it applied immediately prior to such merger, adjusted for any
     increase or decrease in the number of outstanding shares of common stock of
     the surviving corporation effected without receipt of consideration.

          In the event of a change in the Common Stock as presently constituted,
     which change is limited to a change of all of the authorized shares with
     par value into the same number of shares with a different par value or
     without par value, the shares resulting from any such change shall be
     deemed to be Common Stock within the contemplation of this Plan.

          The foregoing adjustments shall be made by the Committee, whose
     determination shall be conclusive.

          Except as expressly provided in this subsection, the Optionee shall
     have no rights by reason of (i) any subdivision or consolidation of shares
     of any class, (ii) any stock dividend, (iii) any other increase or decrease
     in the number of shares of stock of any

                                        4

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     class, (iv) any dissolution, liquidation, merger or consolidation or
     spin-off, split-off or split-up of assets of the Company or stock of
     another corporation or (v) any issuance by the Company of shares of stock
     of any class or securities convertible into shares of stock of any class.
     Moreover, except as expressly provided in this subsection, the occurrence
     of one or more of the above-listed events shall not affect, and no
     adjustment by reason thereof shall be made with respect to, the number of,
     or the exercise price relative to, the shares of Common Stock underlying an
     Option.

          The grant of an Option pursuant to this Plan shall not affect in any
     way the right or power of the Company to issue securities of any class, to
     make adjustments, reclassifications, reorganizations or changes to, of or
     in its capital or business structure, to merge, consolidate, dissolve or
     liquidate, or to sell or transfer all or any part of its business or
     assets.

          (e)  Rights as a Stockholder. An Optionee or a transferee of an Option
               -----------------------
     shall have no rights as a stockholder with respect to any shares underlying
     his or her Option until the date of the issuance of a stock certificate for
     those shares upon payment of the exercise price. No adjustments shall be
     made for dividends (ordinary or extraordinary, whether in cash, securities
     or other property) or distributions or other rights for which the record
     date is prior to the date such stock certificate is issued, except as
     expressly provided in subsection 4.2(d).

          (f)  Option Termination. Each Option Agreement shall provide that, if
               ------------------
     the Optionee's status as an independent Director terminates incidental to
     conduct that, in the judgment of the Committee, involves a breach of
     fiduciary duty by such Independent Director or other conduct detrimental to
     the Company, then his or her Option shall terminate immediately and
     thereafter be of no force or effect. Each Option Agreement also shall
     provide that, if the Optionee dies or if the Option is transferred pursuant
     to a qualified domestic relations order as provided in Section 4.2(c),
     prior to the exercise in full of an Option, then such Option may be
     exercised not later than the expiration of twelve months following such
     death or transfer, as the case may be, by the person or persons to whom his
     or her rights under the Option shall have been transferred by reason
     thereof (but only to the extent that such Option was exercisable on the
     date of such death or transfer). Notwithstanding anything to the contrary
     in this subsection, an Option may not be exercised by anyone after the
     expiration of its term.

                                        5

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                                    ARTICLE V
                                  MISCELLANEOUS

         5.1 Withholding Taxes. An Independent Director awarded an Option
             -----------------
hereunder shall be deemed conclusively to have authorized the Company to
withhold from the fees, commissions or other compensation of such Independent
Director funds in amounts, or property (including Common Stock) in value, equal
to any federal, state or local income, employment or other withholding taxes
applicable to the income recognized by such Independent Director and
attributable to the Options or Option Shares acquired pursuant to this Plan as,
when and to the extent, if any, required by law; provided, however, that, in
                                                 --------  -------
lieu of the withholding of federal, state and local taxes as herein provided,
the Company may require that the Independent Director (or other person
exercising such Option) pay the Company an amount equal to any federal, state
and local withholding taxes on such income at the time such withholding is
required, if it is ever required, or at such other time as shall be satisfactory
to the Company. Nothing in this Section shall be construed to impose on the
Company a duty to withhold, where applicable law does not require such
withholding, or to imply that an Independent Director is an employee or anything
other than an independent contractor with respect to the Company.

         5.2 Amendment, Suspension, Discontinuance and Termination of Plan. The
             -------------------------------------------------------------
Committee may from time to time amend, suspend or discontinue this Plan or
revise it in any respect whatsoever for the purpose of maintaining or improving
its effectiveness as an incentive device, for the purpose of conforming it to
applicable governmental regulations or to any change in applicable law or
regulations, or for any other purpose permitted by law; provided, however, that
                                                        --------  -------
no such action by the Committee shall adversely affect any Option theretofore
awarded hereunder without the consent of the holder so affected; provided
                                                                 --------
further that any amendment to this Plan that would materially increase the
-------
benefits accruing to participants hereunder, materially increase the number of
shares of Common Stock that may be issued upon exercise of Options granted
hereunder or materially modify this Plan's requirements as to eligibility for
participation herein must be approved by the stockholders of the Company; and
provided further that there shall not be amended more than once every six
----------------
months, other than to comport with changes in the Code, any of those provisions
of this Plan that permit Directors to receive awards, that state the amount and
price of Options, or of the underlying Common Stock, to be awarded hereunder to
designated Directors or categories of Directors, that specify the timing of
awards hereunder or that set forth the formula that determines the amount, price
and timing of awards hereunder. This Plan will terminate on the date when all
shares of the Common Stock reserved for issuance under the Plan have been
acquired upon exercise of Options granted hereunder or on such earlier date as
the Board may determine.

         5.3 Governing Law. This Plan and all rights and obligations hereunder
             -------------
shall be construed in accordance with and governed by the laws of the State of
North Carolina.

         5.4 Designation. This Plan may be referred to in other documents and
             -----------
instruments as the "Speedway Motorsports, Inc. Formula Stock Option Plan."

         5.5 Indemnification of Committee. In addition to such other rights of
             ----------------------------
indemnification as they may have as Directors or as members of the Committee,
the members of the Committee

                                        6

<PAGE>

shall be indemnified by the Company against the reasonable expenses, including
legal fees actually and necessarily incurred in connection with the defense of
any investigation, action, suit or proceeding, or in connection with any appeal
therefrom, to which they or any of them may be a party by reason of any action
taken or failure to act under or in connection with this Plan or any Option
granted hereunder, and against all amounts paid by them in settlement thereof or
paid by them in satisfaction of a judgment in or dismissal or other
discontinuance of any such investigation, action, suit or proceeding, except in
relation to matters as to which it shall be adjudged in such investigation,
action, suit or proceeding that such Committee member acted in bad faith in the
performance of his or her duties, and without reasonable belief that such
performance was in the best interest of the Company.

         5.6 Reservation of Shares. The Company shall, at all times during the
             ---------------------
term of this Plan and so long as any Option shall be outstanding, reserve and
keep available such number of shares of Common Stock as shall be sufficient to
satisfy the requirements hereof. Notwithstanding the foregoing, the inability of
the Company to obtain, from any regulatory body of appropriate jurisdiction,
authority considered by the Company to be necessary or desirable to the lawful
issuance of any shares of its Common Stock hereunder shall relieve the Company
of any liability in respect of the non-issuance or sale of such Common Stock as
to which such requisite authority shall not have been obtained.

         5.7 Application of Funds. The proceeds received by the Company from the
             --------------------
sale of Common Stock upon the exercise of Options will be used for general
corporate purposes.

         5.8 No Obligation to Exercise. The aware of an Option under this Plan
             -------------------------
shall impose no obligation upon the Optionee to exercise that Option.

         5.9 Approval of Stockholders. No options awarded pursuant to this Plan
             ------------------------
shall be exercisable by an Optionee or enforceable against the Company unless
and until the Plan shall have been ratified by the stockholders of the Company
so as to comply with the requirements of Rule 16b-3 of the Securities and
Exchange Commission.

                                        7

<PAGE>

                    FORMULA STOCK OPTION AGREEMENT AND GRANT

                                   PURSUANT TO

              SPEEDWAY MOTORSPORTS, INC. FORMULA STOCK OPTION PLAN

         This Formula Stock Option Agreement and Grant is entered into as of
this ------ day of January, -------- between Speedway Motorsports, Inc., a
Delaware corporation (the "Company"), and -------, (the "Optionee").

         WHEREAS, the Company and its stockholders have approved the Speedway
Motorsports, Inc. Formula Stock Option Plan (the "plan") pursuant to which the
Company may from time to time, make awards of Options (as defined below) and
enter into Formula Stock Option Agreements with Independent Directors of the
Company (as defined below);

         WHEREAS, pursuant to the Plan, the Company has determined to grant to
the Optionee an Option to purchase Common Stock (as defined below) of the
Company, which Option shall be subject to the terms and conditions of this
Formula Stock Option Agreement and Grant;

         NOW, THEREFORE, in consideration of the premises and the mutual
covenants and agreements hereinafter set forth, the parties hereby agree as
follows:

         1.  Definitions.

             For the purposes of this Formula Stock Option Agreement and Grant,
the following terms shall have the meanings indicated:

             (a) "Act" shall mean the Securities Act of 1933, as amended.

             (b) "Board" shall mean the Board of Directors of the Company

             (c) "Cause" shall mean any act, action or series of acts or actions
or any omission, omissions, or series of omissions which result in, or which
have the effect of resulting in, (i) the commission of a crime by the Optionee
involving moral turpitude, which crime has a material adverse impact on the
Company, (ii) gross negligence or willful misconduct which is continuous and
results in material damage to the Company, or (iii) the continuous, willful
failure of the person in question to follow the reasonable directives of the
Board of Directors.

             (d) "Code" shall mean the Internal Revenue Code of 1986, as
amended, and any successor revenue laws of the United States.

             (e) "Committee" shall mean the Board, constituted as a committee
composed of all Directors other than the Independent Directors.

             (f) "Common Stock" shall mean the Common Stock, par value $.0l per
share, of the Company.

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<PAGE>

         (g) "Company" shall mean Speedway Motorsports, Inc., a Delaware
corporation.

         (h) "Disability" shall mean the inability or failure of a person to
perform those duties for the Company traditionally assigned to and performed by
such person for a period greater than 90 days because of the person's
then-existing physical or mental condition, impairment or incapacity. The fact
of the disability shall be determined by the Committee, which may consider such
evidence as it considered desirable under the circumstances, the determination
of which shall be final and binding upon all parties.

         (i) "Exercise Date" shall mean the business day, during the Option
Period, upon which the Optionee delivers to the Company the written notice and
consideration contemplated by Section 5(c) of the Plan.

         (j) "Fair Market Value" shall mean, with respect to the Common Stock on
any day, its market value determined as provided in Section 5(c) of the Plan.

         (k) "Involuntary Termination Without Cause" shall mean either (i) the
dismissal of, or the request for the resignation of, a person, by court order,
order of any court-appointed liquidator or trustee of the Company, or the order
or request of any creditors' committee of the Company constituted under the
federal bankruptcy laws, provided that such order or request contains no
                         --------
specific reference to Cause; or (ii) the dismissal of, or the request for
resignation of, a person, by duly constituted corporate officer of the Company,
or by the Board, for any reason other than for Cause.

         (1) "Independent Director" shall mean any Director other than a
Director who, at the time of an option award to such Director hereunder, is a
full-time employee of the Company or a subsidiary of the Company.

         (m) "Notice" shall have the meaning indicated in paragraph 3 below.

         (n) "Option" shall mean the option to purchase shares of Common Stock
granted to the Optionee pursuant to this Option Agreement.

         (o) "Option Agreement" shall mean this Formula Stock Option Agreement
and Grant between the Company and the Optionee by which the Option is granted to
the Optionee pursuant to the Plan.

         (p) "Option Period" shall mean the period commencing on the date that
is six months after the date of this Option Agreement and ending at the close of
business ten years from the date hereof or such earlier date as when this Option
Agreement may be terminated by its terms.

         (q) "Option Shares" shall mean the shares of Common Stock purchased
upon exercise of the Option.

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<PAGE>

         (r) "Optionee" shall mean the individual executing this Option
Agreement and, as applicable, the estate, personal representatives or
beneficiary to whom this Option may be transferred pursuant to this Option
Agreement by will, by the laws of descent or distribution or pursuant to a
qualified domestic relations order as defined by the Code.

         (s) "Plan" shall mean the Speedway Motorsports, Inc. Formula Stock
Option Plan and any amendments thereto.

         (t) "Retirement" shall mean, with respect to the Optionee, retirement
from the Company in accordance with the Company's retirement policy as may be in
effect from time to time.

         (u) "Subsidiary" shall mean any subsidiary corporation of Speedway
Motorsports, Inc. as defined in Sections 424(f) and 424(g) of the Code.

         (v) "Termination" shall mean the cessation, for any reason, of the
employer-employee relationship between the Company and the Optionee.

         (w) "Total Option Price" shall mean the consideration payable to the
Company by the Optionee upon exercise of the Option pursuant to Section 5(c) of
the Plan.

     2.  Grant of Option. Effective upon the date hereof, and subject to the
terms and conditions set forth herein, the Company hereby grants to the Optionee
the Option to purchase from the Company, at an exercise price of $-------- per
share (the per share Fair Market Value of the Common Stock on the date hereof),
up to but not exceeding in the aggregate 20,000 shares of Common Stock.

     3.  Exercise of Option.  The Option granted in paragraph 2 above may be
exercised as follows:

         (a)  The Option shall be exercisable at any time and from time to time
during the Option Period. The Option shall terminate on the expiration of the
Option Period, if not earlier terminated; provided that, in the event of the
Optionee's Retirement, the Committee in its sole and absolute discretion may
accelerate the Exercise Date, which acceleration may, in the sole discretion of
the Committee, be subject to further terms and conditions mandated by the
Committee.

         (b) No less than 100 shares of Common Stock may be purchased on any
Exercise Date unless the number of shares purchased at such time is the total
number of shares in respect of which the Option is then exercisable.

         (c) If at any time and for any reason the Option covers a fraction of a
share, then, upon exercise of the Option, the Optionee shall receive the Fair
Market Value of such fractional share in cash.

                                        3

<PAGE>

        (d) The option shall be exercised by the Optionee in accordance with
the terms and conditions of Section 5(c) of the Plan.

        (e) Within 15 days after the Exercise Date, subject to the receipt of
payment of the Total Option Price and of any payment in cash of federal, state
or local income tax withholding or other employment tax may be due upon the
issuance of the Option Shares as determined and computed by the Company pursuant
to paragraph 6 below, the Company shall issue to the Optionee the number of
shares with respect to which such Option shall be so exercised and shall deliver
to the Optionee a certificate or certificates therefor.

        (f) The Option is not transferable or assignable by the Optionee, except
that, subject to the provisions of Paragraph 4, the Option may be transferred by
will or the laws of descent or distribution or pursuant to a qualified domestic
relations order as defined by the Code or Title I of the Employee Retired Income
Security Act, or the rules thereunder.

    4.  Termination. The Option granted hereby shall terminate and be of no
force or effect upon and following the occurrence of any of the following
events:

        (a) The expiration of the Option Period.

        (b) The Termination of the Optionee's status as an Independent Director
incidental to conduct that in the judgment of the Committee, involves a breach
of fiduciary duty by such Independent Director or other conduct detrimental to
the Company, then his or her Option shall terminate immediately and thereafter
be of no force or effect.

        (c) In the event of death of the Optionee or if the Option is
transferred pursuant to a qualified domestic relations order prior to the
exercise in full of the Option, then such option may be exercised not later than
the expiration of twelve months following such death or transfer, as the case
may be, by the person or persons to whom his or her rights under the Option
shall have been transferred by reason thereof, but only to the extent that such
Option was exercisable on the date of such death or transfer. Not withstanding
anything to the contrary, an option may not be exercised by anyone after the
expiration of its term.

        (d) To the extent set forth in paragraph 7, below, upon the dissolution,
liquidation, consolidation or merger of the Company, and, to the extent set
forth in subparagraph 3(f), above, upon an attempted assignment or transfer of
the Option otherwise than as expressly permitted herein.

        Any determination made by the Committee with respect to any matter
    referred to in this paragraph 4 shall be final and conclusive on all persons
    affected thereby.

    5.  Rights as Stockholder. An Optionee shall have no rights as a
stockholder of the Company with respect to any shares underlying the Option
until the day of the issuance of a stock certificate to him or her for those
shares upon payment of the exercise price in accordance with the terms and
provisions hereof. Subject to paragraph 7, below, no adjustments shall be made
for dividends (ordinary or extraordinary, whether in cash, securities or other
property) or

                                        4

<PAGE>

distributions or other rights for which the record date is prior to the date
such stock certificate is issued.

         6. Payment of Withholding Taxes. Upon the Optionee's exercise of his
or her Option with respect to any of the Option Shares in accordance with the
provisions of paragraph 3, above, the Optionee shall pay to the Company upon
exercise of the Option the amount of any federal, state or local income tax
withholding or other employment tax that may be due upon such exercise. The
determination of the amount of any such federal, state or local tax withholding
or other employment tax due in such event shall be made by the Company and shall
be binding upon the Optionee.

         7. Recapitalization; Reorganization. The shares underlying this Option
are shares of Common Stock as constituted on the date of this Agreement, but if,
during the Option Period and prior to the delivery by the Company of all of the
shares of Common Stock with respect to which this Option is granted, the Company
shall effect a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend or some other increase or decrease
in the number of shares of Common Stock outstanding, without receiving
compensation therefor in money, services or property , then, (a) in the event of
any increase in the number of such shares outstanding, the number of shares of
Common Stock then remaining subject to the Option shall be proportionately
increased (except that any fraction of a share resulting from any such
adjustment shall be excluded from the operation of this Option Agreement), and
the exercise price per share shall be proportionately reduced, and, (b) in the
event of a reduction in the number of such shares outstanding, the number of
shares of Common Stock then remaining subject to this Option shall be
proportionately reduced (except that any fractional share resulting from any
such adjustment shall be excluded from the operation of this Option Agreement),
and the exercise price per share shall be proportionately increased.

         In the event of a merger of one or more corporations into the Company
with respect to which the Company shall be the surviving or resulting
corporation, the. Optionee shall, at no additional cost, be entitled upon any
exercise of this Option to receive (subject to any required action by
shareholders), in lieu of the number of shares as to which this Option shall
then be so exercised, the number and class of shares of stock or other
securities to which the Optionee would have been entitled pursuant to the terms
of the agreement of merger if, immediately prior to such merger, the Optionee
had been the holder of record of a number of shares of Common Stock of the
Company equal to the number of shares as to which such Option shall be so
exercised; provided, however, that, anything herein contained to the contrary
           --------  -------
notwithstanding, upon the occurrence of any event described in Section 5(g) of
the Plan, this Option shall be subject to acceleration as provided in such
Section 5(g).

         In the event of a change in the Common Stock as presently constituted,
which change is limited to a change of all the authorized shares with par value
into the same number of shares with a different par value or without par value,
the shares resulting from any such change shall be deemed to be the Common Stock
within the meaning of the Plan.

         The existence of this Option shall not affect in any way the right or
power of the Company or its shareholders to make or authorize any or all
adjustments, dividends, stock

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<PAGE>

dividends, recapitalizations, reorganizations or other changes in the Company's
capital structure or its business, or any merger or consolidation of the
Company, or any issue bonds, debentures, preferred or other stocks with
preference ahead of or convertible into, or otherwise affecting, the Common
Stock or the rights thereof, or the dissolution or liquidation of the Company,
or any sale or transfer of all or any part of its assets or business, or any
other corporate act or proceeding, whether of a similar character or otherwise.

         8.  No Registration Rights. Anything in this Option Agreement to the
contrary notwithstanding, if, at any time specified herein for the issuance of
Option Shares, any law, regulation or requirements of any governmental authority
having jurisdiction in the premises shall require either the Company or the
Optionee, in the opinion of the Company's counsel, to take any action in
connection with the shares then to be issued, the issue of such shares shall be
deferred until such action shall have been taken. Nothing in this Option
Agreement shall be construed to obligate the Company at any time to file or
maintain the effectiveness of a registration statement under the Act, or under
the securities laws of any state or other jurisdiction, or to take or cause to
be taken any action which may be necessary in order to provide an exemption from
the registration requirements of the Act under Rule 144 or any other exemption
with respect to the Option Shares or otherwise for resale or other transfer by
the Optionee (or by the executor or administrator of such Optionee's estate or a
person who acquired the Option or any Option Shares or other rights by bequest
or inheritance or by reason of the death of the Optionee) as a result of the
exercise of an Option granted pursuant to this Option Agreement.

         9.  Resolution of Disputes. Any disputes or disagreement that arises
under, or as a result of, or pursuant to, this Option Agreement shall be
determined by the Committee in its absolute and uncontrolled discretion, and any
such determination or other determination by the Committee under or pursuant to
this Option Agreement, and any interpretation by the Committee of the terms of
this Option Agreement, shall be final, binding and conclusive on all parties
affected thereby.

         10. Compliance with the Act. Notwithstanding any provision herein to
the contrary or in the Plan, the Company shall be under no obligation to issue
any shares of Common Stock to the Optionee upon exercise of the Option granted
hereby unless and until the Company has determined that such issuance is either
exempt from registration, or is registered, under the Act and is either exempt
from registration and qualification, or is registered or qualified, as
applicable, under all applicable state securities or "blue sky" laws.

         11. Miscellaneous.

             (a) Binding on Successors and Representatives. This Option
Agreement shall be binding not only upon the parties, but also upon their heirs,
executors, administrators, personal representatives, successors, and assigns
(including any transfer of a party to this Agreement); and the parties agree,
for themselves and their successors, assigns and representatives, to execute any
instrument which may be necessary legally to effect the terms and conditions of
this Option Agreement.

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<PAGE>

        (b) Entire Agreement. This Option Agreement, together with the Plan,
constitutes the entire agreement of the parties with respect to the Option and
supersedes any previous agreement, whether written or oral, with respect
thereto. This Option Agreement has been entered into in compliance with the
terms of the Plan; wherever a conflict may arise between the terms of this
Option Agreement and the terms of the Plan, the terms of the Plan shall control.

        (c) Amendment. Neither this Option Agreement nor any of the terms and
conditions herein set forth may be altered or amended orally, and any such
alteration or amendment shall be effective only when reduced to writing and
signed by each of the parties or their respective successors and assigns.

        (d) Construction of Terms. Any reference herein to the singular or
plural shall be construed as plural or singular whenever the context requires.

        (e) Notices. All notices, requests and amendments under this Option
Agreement shall be in writing, and notices shall be deemed to have been given
when personally delivered or sent prepaid registered mail:

            (i)   if to the Company, at the following address:
                  Speedway Motorsports Inc.
                  U.S. Highway 20 North
                  P.O. Box 600
                  Concord, NC 28026-0600
                  Attention: Secretary

     or at such other address a the Company shall designate by notice.

            (ii)  if to the Optionee, to the Optionee's address appearing in the
                  Company's employment records, or at such other address as the
                  Optionee shall designate by notice.

        (f) Governing Law. This Option Agreement shall be governed by, and
construed in accordance with, the laws of the State of North Carolina (excluding
the principles of conflict of laws thereof.)

        (g) Severability. The invalidity or unenforceability of any particular
provision of this Option Agreement shall not affect the other provision hereof,
and this Agreement shall be construed in all respects as if such invalid or
unenforceable provisions were omitted.

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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first written above.

                                      SPEEDWAY MOTORSPORTS, INC.


                                      __________________________________________
                                      Bruton Smith
                                      Chairman and Chief Executive Officer


                                      OPTIONEE:

                                      ____________________________________(SEAL)


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