Exhibit 10.2

 

PROJECT 500

 

AMENDED AND RESTATED

PERFORMANCE AWARD UNDER

SIX FLAGS ENTERTAINMENT CORPORATION

LONG-TERM INCENTIVE PLAN

 

	
Award  Amendment and Restatement
    	
 
    	
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This   amended and restated Project 500 Performance Award includes an Early   Achievement Award and Partial Achievement Award for 2012 and otherwise   continues the terms of the Project 500 Performance Award granted to   Mr. /   Ms.                              (“Executive”) on August 30,   2011. This amended and restated Project 500 Award does not provide additional   benefits with respect to the achievement of Modified EBITDA for any year   other than 2012.
    
	
 
    	
 
    	
 
    	
 
    
	
Award
    	
 
    	
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Eligibility: On the   terms in the documents governing the Project 500 Award, Executive will be   granted a Project 500 Award on the Grant Date after the Company achieves $500   million of Modified EBITDA in the 2012, 2013, 2014 or 2015 calendar year (“Target EBITDA”) provided such   Executive is employed on the first day of the calendar year immediately   following the calendar year during which such Target EBITDA is achieved.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
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Target   Award: The number of shares included in the Executive’s Project 500 Award   if the Target EBITDA is achieved in calendar year 2015 and there has been no   Early Achievement Award or Partial Achievement Award will be equal to                    shares (“Target Award”).
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
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Early   Achievement Awards:
    


 

	
 
    	
 
    	
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2012: If Target   EBITDA is achieved in calendar year 2012, the Target Award is increased by   50% and a grant of [150% x Target Award]   shares will be made on the Grant Date. No additional grants of shares under   this Performance Award would be made.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
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2013: If Target   EBITDA is achieved in calendar year 2013, the Target Award is increased by   35% and a grant of [135% x Target Award]   shares will be made on the Grant Date. No additional grants of shares under   this Performance Award would be made.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
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2014: If the   Target EBITDA is achieved in calendar year 2014 and there was no 2013 Partial   Achievement Award, the Target Award is increased by 15% and a grant of [115% x Target Award] shares will   be made on the Grant Date. No additional grants of shares under this   Performance Award would be made. 
    


 

	
 
    	
 
    	
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Partial   Achievement Awards:
    


 

	
 
    	
 
    	
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2012: If $475   million of Modified EBITDA but not Target EBITDA is achieved in calendar year   2012, a grant of [75% x 150% x Target   Award]  
    


 

 











 

	
 
    	
 
    	
 
    	
shares   (“2012 Partial Achievement Award”)  will be made on the Grant Date. 

 

The   excess by which the Modified EBITDA for calendar year 2012 exceeds $475   million is referred to as “Excess 2012 Modified   EBITDA”.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
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2013: A “2013 Partial Achievement Award”  is: 

 

If   no 2012 Partial Achievement Award was earned, then if $475 million of   Modified EBITDA but not Target EBITDA is achieved in calendar year 2013, a   grant of [75% x 135% x Target Award]    shares (“2013 Partial Achievement   Award”)  will be made   on the Grant Date. 

 

If   a 2012 Partial Achievement Award was earned, then if Modified EBITDA in   calendar year 2013 equals or exceeds (i) $475 million less (ii) the   Excess 2012 Modified EBITDA, a grant of [25% x 135% x Target   Award] shares will be made on the Grate Date. No additional   grants of shares under this Performance Award would be made. 

 

The   excess by which the Modified EBITDA for calendar year 2013 exceeds $475   million is referred to as “Excess 2013 Modified   EBITDA”.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
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2014: A “2014 Partial Achievement Award”  is: 

 

If   neither a 2012 Partial Achievement Award nor a 2013 Partial Achievement Award   was earned, then if the Modified EBITDA in calendar year 2014 equals or   exceeds $475 million of Modified EBITDA but Target EBITDA is not achieved in   calendar year 2014, a grant of [50% x 115% x Target   Award]  shares will   be made on the Grant Date. 

 

If   a 2013 Partial Achievement Award was earned but no 2012 Partial Achievement   Award was earned, then if Modified EBITDA in calendar year 2014 equals or   exceeds (i) $475 million less (ii) the Excess 2013 Modified EBITDA,   a grant of [25% x 115% x Target Award]   shares will be made on the Grate Date. No additional grants of shares under   this Performance Award would be made. 

 

The   excess by which the Modified EBITDA for calendar year 2014 exceeds $475   million is referred to as “Excess 2014 Modified   EBITDA”.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
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2015: A “2015 Partial Achievement Award”   is: 

 

If   none of a 2014 Partial Achievement Award, a 2013 Partial Achievement Award or   a 2012 Partial Achievement Award was earned, then if Modified EBITDA in   calendar year 2015 equals or exceeds $475 million but Target EBITDA is not   achieved in calendar year 2015, a grant of [50% x   Target Award] shares will be made on the Grant Date. No   additional grants of shares under this Performance Award would be made. 

 

If   a 2014 Partial Achievement Award was earned but no 2012 Partial Achievement   Award or 2013 Partial Achievement Award was earned, then if Modified EBITDA   in calendar year 2015 equals or exceeds (i) $475 million less   (ii) the Excess 2014 Modified EBITDA, a grant of [50% x   Target 
    


 











 

	
 
    	
 
    	
 
    	
Award] shares will   be made on the Grant Date. No additional grants of shares under this   Performance Award would be made.
    


 

	
Grant   Date
    	
 
    	
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The   grant date of any Project 500 Award will be the date of the Compensation   Committee’s certification of the achievement of the Modified EBITDA required   for the applicable Target Award, Early Achievement Award or Partial   Achievement Award after completion of the Audit Committee’s review of the   Company’s audited financial statements for the applicable calendar year. Such   certification and grant shall occur during the calendar year following the   calendar year during which the requisite Modified EBITDA was achieved. To   receive a grant of shares under the Project 500 Award based on Modified   EBITDA for 2013, 2014 or 2015, the Company must have a profit for at least   one of the 2013, 2014 or 2015 calendar years. To receive any grant of shares   under the Project 500 Award, unless otherwise determined by the Compensation   Committee, the Executive must be employed by the Company or its affiliates on   the first day of the calendar year immediately following the calendar year   during which the requisite Modified EBITDA was achieved.
    
	
 
    	
 
    	
 
    	
 
    
	
Modified  EBITDA
    	
 
    	
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Modified   EBITDA has the meaning contained in the notes to the financial statements   filed with the Company’s quarterly earnings releases, subject to potential   adjustments by the Compensation Committee as set forth in the following   sentence. In the event of acquisitions, dispositions, extraordinary or other   unusual or one-time transactions and other events set forth in   Section 9(d)(ii) of the Long-Term Incentive Plan, the Compensation   Committee, in consultation with the Audit Committee, shall equitably adjust   the applicable Modified EBITDA level(s) necessary to earn an Early   Achievement Award, Partial Achievement Award and Target Award.
    
	
 
    	
 
    	
 
    	
 
    
	
Other
    	
 
    	
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Whether   a Partial Achievement Award is earned for any calendar year shall be   determined prior to whether a Target Award or Early Achievement Award is   earned for such calendar year. The Target Award may be earned only if no   Partial Achievement Award or Early Achievement Award was earned in any   calendar year. For the sake of clarity, if (i) the Target EBITDA has   been achieved in any of 2012, 2013 or 2014, no additional grants of shares under   this Performance Award would be made after such Early Achievement Award,   (ii) there has been a 2014 Partial Achievement Award, the number of   shares that will be issued upon achievement of the Target EBITDA in 2015   shall be determined pursuant to the rules applicable to 2015 Partial   Achievement Awards, (iii) a 2012 Partial Achievement Award is earned but   no 2013 Partial Achievement Award is earned, no additional grants of shares   under this Performance Award would be made after such 2012 Partial Achievement   Award, or (iv) a 2013 Partial Achievement Award is earned but no 2014   Partial Achievement Award is earned, no additional grants of shares under   this Performance Award would be made after such 2013 Partial Achievement   Award.
    


 











 

	
 
    	
 
    	
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In   the event of any significant merger or acquisition or other extraordinary   transaction following the date of this Performance Award and prior to the   last possible issuance of any shares, the Compensation Committee shall   equitably adjust the Performance Award as it deems appropriate to preserve   the value of the Performance Award to the Executive and the intended purpose   of the Performance Award; provided that, notwithstanding anything to the   contrary contained herein, in the event of a Change in Control, the   Compensation Committee may terminate and cancel this Performance Award on   such terms and conditions as it determines in its discretion, including   without delivery of any shares hereunder or payment of any other   consideration.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
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The   terms of this Performance Award supersede any applicable employment or other   agreement provision which might be construed to vary the terms set forth in   this Performance Award or otherwise entitle the Executive to a Target Award,   Early Achievement Award or Partial Achievement Award other than on the terms   set forth in this Performance Award and the Executive waives any such   provision as a condition to receiving this Performance Award.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
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The   Project 500 Award may contain other customary terms and conditions determined   by the Compensation Committee and is subject to the terms and conditions of   the Long-Term Incentive Plan (except as modified herein).