exv10w26



 



EXHIBIT 10.26


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE COMMISSION PASSED UPON THE MERITS OF THIS
INVESTMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


LODGENET ENTERTAINMENT CORPORATION



NONQUALIFIED STOCK OPTION

(NON-EMPLOYEE DIRECTOR)



DATE: _______________, 200___



__________________________, Optionee:



          LODGENET ENTERTAINMENT CORPORATION (the “Company”), pursuant to its 2003
Stock Option and Incentive Plan, as amended (the “Plan”), has this day granted
to you, the Optionee named above, an option (the “Option”) to purchase shares
of the common stock, $.01 par value per share (“Common Stock”), of the Company.
This Option is not intended to qualify as an “incentive stock option” within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”). Terms not defined herein shall have the meanings given in the
Plan.



          The details of your Option are as follows:



          1. The total number of shares of Common Stock subject to this Option is
     Thousand (     ,000) shares.



          2. (a) The exercise price of this Option is $          per share,
representing a price not less than the higher of (i) the average of the closing
price for the Company’s Common Stock at the close of trading as reported by the
NASDAQ stock market for the ten consecutive trading days preceding today’s date
or (ii) the closing price for the Common Stock as so reported for today’s date.



               (b) The minimum number of shares with respect to which this Option may be
exercised at any one time shall be the lesser of ten (10) shares or the number
of shares remaining subject to this Option.



CHOOSE THE VERSION OF PARAGRAPH (c) AS APPROPRIATE



               [(c) The right of the Optionee to exercise the Option granted hereunder
shall be fully vested on the date of this Agreement.] -OR-




 






 





               [(c) Unless the Board accelerates the vesting of any non-vested Options in
accordance with Section 22 of the Plan, the right of the Optionee to exercise
the Options granted hereunder shall vest as follows: (i)      shares on the
first anniversary hereof, (ii)      shares on the second anniversary hereof,
(iii)      shares on the third anniversary hereof and (iv)      shares on
the fourth anniversary hereof; provided , however, that for each respective
group of shares to vest and become subject to exercise by the Optionee, the
Optionee must be serving as a non-employee director of the Company on the
respective vesting date.]



          3. (a) The term of this Option commences on the date hereof and, unless
sooner terminated as set forth in the Plan or in this Agreement, shall
terminate at 5:00 p.m. Central Time on      , 201     ; provided, however,
that this Option may not be exercised during the initial six (6) months of the
term.



               (b) This Option shall terminate 90 days after the cessation of Optionee’s
directorship with the Company, unless such cessation is due to Optionee’s (A)
disability (as determined by the Committee), (B) retirement on or after age 65
or (C) Optionee’s death. In any such case this Option shall terminate on the
earlier of (1) the stated expiration date or (2) the date which is one (1) year
after the date of cessation of directorship (provided, however, that if
Optionee dies during the period specified following an event described in
either clause (A) or (B) above, this Option shall terminate on the earlier of
the stated expiration date or the date that is one (1) year after the date of
death). However, in any and all circumstances, this Option may be exercised
following a cessation of directorship only as to that number of Option shares
that have become fully vested pursuant to Section 2(c) hereof.



          4. This Option may be exercised by delivering to the Secretary of the
Company, during regular business hours, written notice of exercise accompanied
by full payment of the exercise price for the shares being purchased pursuant
to this Option, together with such additional documents as the Company may
require and in accordance with such other procedures as may then be in effect
for the exercise of options. Except as otherwise provided in the Plan or in
this Option, the exercise price for the shares to be acquired upon exercise of
this Option shall be paid in full (i) in cash or check payable to the order of
the Company, (ii) in Common Stock (which the Optionee has held for at least six
months prior to the delivery of such shares or which the Optionee purchased on
the open market and in each case for which the Optionee has good title, free
and clear of all liens and encumbrances) valued at its Fair Market Value on the
date of exercise, (iii) in cash by a broker-dealer to whom the holder of the
Option has submitted an exercise notice consisting of a fully-endorsed Option,
or (iv) by such other medium of payment as the Plan Administrator, in its
discretion, shall authorize. In the case of payment pursuant to (ii) or (iii)
above, the holder’s election must be made on or prior to the date of exercise
of the Option and must be irrevocable.



          5. The Company may require the Optionee, or any person to whom an Option
is transferred under Section 6, as a condition of exercising the Option, to
give written assurances satisfactory to the Company stating that such person is
acquiring the stock subject to the Option for such person’s own account and not
with any present intention of selling or otherwise distributing the stock;
provided, however, that the requirement of providing such written assurances,
and any assurances given pursuant to such requirement, shall be inoperative if
the shares issuable upon exercise of this Option are then registered under the
Securities Act of 1933, as amended (the “Act”),




 






 





or, if such shares are not then so registered, there is delivered to the
Company an opinion of counsel, which may be counsel to the holder, reasonably
satisfactory to the Company, that such exercise and issuance would be exempt
from the registration requirements of the Act.


          6. This Option and any rights and privileges pertaining thereto, may not
be transferred, assigned, pledged or hypothecated in any manner, by operation
of law or otherwise, other than by will or by the laws of descent and
distribution and shall not be subject to execution, attachment or similar
process. The granting of this Option shall impose no obligation upon the
Optionee to exercise such Option.



          7. The number of shares of Common Stock subject to this Option and the
exercise price thereof shall be subject to adjustment in the manner set forth
in Section 4.2 of the Plan.



          8. Neither the adoption of the Plan nor the grant of this Option shall be
deemed to entitle the Optionee to a right to continue to serve as a
non-employee director of the Company. Neither the Optionee nor any other
person entitled to exercise the Option under the terms hereof shall be, or have
any of the rights or privileges of, a shareholder of the Company in respect of
any of the shares of Common Stock issuable on exercise of this Option, unless
and until this Option has been exercised in accordance with its terms and the
full purchase price for such shares shall have been paid in accordance with the
terms hereof.



          9. Whenever the Company is required to issue or transfer shares of Common
Stock to the Optionee under this Option, the Company shall have the right to
require the Optionee to remit to the Company an amount sufficient to satisfy
all federal, state and local withholding tax requirements prior to the delivery
of any certificate or certificates for such shares as set forth in Section 15
of the Plan.



          10. Notices given pursuant to this Option shall be in writing and shall be
deemed received when personally delivered (by messenger or courier) or three
(3) days after mailed by United States registered or certified mail, return
receipt requested, addressee only, postage prepaid. Notice to the Company shall
be directed to: Corporate Secretary, LodgeNet Entertainment Corporation, 3900
West Innovation Street, Sioux Falls, South Dakota 57107 or, if different, the
principal corporate offices of the Company. Notices to or with respect to the
Optionee shall be directed to the Optionee, or the executors, personal
representatives or distributees of a deceased Optionee, at the Optionee’s home
address on the records of the Company.



          11. This Option is subject to all the provisions of the Plan and its
provisions are hereby incorporated by reference and made a part of this Option,
and is further subject to all interpretations, amendments, rules and
regulations of the Plan Administrator which may from time to time be
promulgated and adopted pursuant to the Plan (including without limitation
under the authority of the Plan Administrator as set forth in Sections 3.2 and
17 thereof). In the event of any conflict between the provisions of this
Option and those of the Plan, the provisions of the Plan shall control.




 






 





          12. The Company is not providing you with advice, warranties, or
representations regarding any of the legal or tax effects to you with respect
to this grant. You are encouraged to seek legal and tax advice from your own
legal and tax advisers as soon as possible.



          13. By accepting this grant and the shares of Common Stock covered
thereby, and by signing this instrument, you acknowledge that you are familiar
with the terms of the grant and the Plan, that you have been encouraged by the
Company to discuss the grant and the Plan with your own legal and tax advisers,
and that you agree to be bound by the terms of the grant and the Plan.



          14. THIS OPTION IS TO BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND
THE RIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAWS OF THE STATE OF
DELAWARE (WITHOUT GIVING EFFECT TO ANY LAWS OR RULES RELATING TO CONFLICTS OF
LAWS THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER
THAN THE STATE OF DELAWARE).



     IN WITNESS WHEREOF, the Company has caused this Option to be duly
executed, as of the day and year first above written.



	 	 	 	 	 
	 	 	LODGENET ENTERTAINMENT CORPORATION
	 	 	 	 	 
	 	 	
BY:	 	 
	 	 	 	 	

	 	 	
Name:
	 	Scott C. Petersen
	 	 	
Title:
	 	President & CEO




	 	 	 
	ATTEST:	 	 
	 	 	 
	BY:	 	 
	 	 	


	Name:	 	
Daniel P. Johnson
	Title:	 	
Secretary



 






 



OPTION EXERCISE FORM




	 	 	 
	To:	 	
LodgeNet Entertainment Corporation
	 	 	
3900 West Innovation Street
	 	 	
Sioux Falls, SD 57107



          THE UNDERSIGNED, pursuant to the provisions set forth in the Option to
which this form is attached, hereby agrees to
purchase             shares of Common Stock
covered by such Option, and makes payment herewith in full therefor at the
Exercise Price per share and in the manner set forth in said Option.




	 	 	 	 	 	 	 
	Date:	 	 	 	Signature:	 	 
	 	 	


	 	 	 	

	 	 	 	 	Name:	 	 
	 	 	 	 	 	 	

	 	 	 	 	Address:	 	 
	 	 	 	 	 	 	

	 	 	 	 	 	 	

	 	 	 	 	 	 	




 






 



ACKNOWLEDGEMENT



The Undersigned:



               (a) Acknowledges receipt of the foregoing Option and understands that all
rights and liabilities with respect to this Option are set forth in the Option
and the Plan; and



               (b) Acknowledges that as of the date of grant of this Option, the Option
together with the Plan set forth the entire understanding between the
undersigned and the Company regarding the grant of options or acquisition of
stock in the Company and supersedes all prior oral and written agreements on
that subject.



OPTIONEE:




	 	 	 
	Signature:	 	 
	 	 	


	Print Name:	 	 
	 	 	


	Print Address: