**Exhibit 10.57**

 

**DIRECTOR STOCK OPTION AGREEMENT(NON-QUALIFIED STOCK OPTION)**

** **

THIS DIRECTOR STOCK OPTION AGREEMENT (the “Agreement”)is entered into and effective March 20, 2008 (the “Date of Grant”), by andbetween Southwest Casino Corporation (the “Company”) and **[Independent member of Board of Directors]**(the “Optionee”).

 

A.                 The Company hasadopted its 2004 Stock Incentive Plan (the “Plan”) which authorizes the Boardof Directors of the Company, or a committee as provided for in the Plan (theBoard or this committee are referred to as the “Committee” in this Agreement),to grant incentive stock options to directors of the Company (as defined in thePlan).

 

B.                   The Companydesires to give the Optionee an inducement to acquire a proprietary interest inthe Company and an added incentive to advance the interests of the Company bygranting to the Optionee an option to purchase shares of common stock of theCompany under the Plan.

 

C.                   Termsstated but not otherwise defined in this Agreement have the meanings assignedto those terms in the Plan.

 

Accordingly, the parties agree as follows:

 

# **1.****                                     *****Grant of Option.***

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The Company hereby grantsto the Optionee the right, privilege, and option (the “Option”) to purchase150,000 shares (the “Option Shares”) of the Company’s common stock, $.001 parvalue (the “Common Stock”), according to the terms and subject to theconditions stated in this Agreement and as stated in the Plan.  This Option is not intended to be an “incentivestock option,” as that term is used in Section 422 of the Internal RevenueCode of 1986, as amended (the “Code”).

 

# **2.****                                     *****Option Exercise Price.***

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The per share price to be paid by Optionee uponexercise of this Option will be $0.48.

 

# **3.****                                     *****Duration of Option andTime of Exercise.***

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## 3.1                                 Initial Period of Exercisability. Subject to Sections 3.2 and 3.3 below, this Option will becomeexercisable with respect to the Option Shares in 12 quarterly installmentsbeginning on December 31, 2008 and continuing on the last day of eachfiscal quarter of the Company, as provided in the table below.  The table below states the initial dates ofexercisability of each installment and the number of Option Shares as to whichthis Option will become exercisable on those dates:

 
| **Initial Date of  Exercisability**                        | ** ** | **Number of Option Shares  Available for  Exercise at each Date** | ** ** |
|----------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------|------------|
| Dec. 31, 2008                                                   |       | 12,500                                                                                               |       |
| Mar. 31, June 30, Sept. 30, &  Dec. 31, 2009 |       | 12,500                                                                                               |       |
| Mar. 31, June 30, Sept. 30, &  Dec. 31, 2010 |       | 12,500                                                                                               |       |
| Mar. 31, June 30, & Sept. 30                      |       | 12,500                                                                                               |       |

 

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The right to exercise this Option is cumulative withrespect to the Option Shares becoming exercisable on the dates stated above;provided, however, that in no event will this Option be exercisable after, andthis Option will become void and expire as to all unexercised Option Shares at,5:00 p.m. (Minnesota time) on March 19, 2018 (the “Time ofTermination”).

 

## 3.2                                 Termination of Service.

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### (a)                                  Termination Due to Mandatory Retirement. If Optionee’s service with the Board of Directors of the Company isterminated by reason of the Optionee’s mandatory retirement in accordance withthe policies of the Company and its Board of Directors, this Option willcontinue to become exercisable and remain exercisable as if the Optioneecontinued to serve as a Director of the Company (but not after the Time of Termination).

###  

### (b)                                 Termination Due to Death or Disability. If Optionee’s service with the Board of Directors of the Company isterminated by reason of the Optionee’s death or Disability, this Option willbecome immediately exercisable in full as of the date of death or Disabilityand remain exercisable for a period of 12 months after such termination (butnot after the Time of Termination).

###  

### (c)                                  Termination for Reasons Other Than Death,Disability or Retirement.  Except as provided in Section 3.3,if Optionee’s service with the Board of Directors is terminated for any reasonother than death, Disability or mandatory retirement, this Option will remainexercisable to the extent exercisable on the date of termination of Optionee’sservice on the Board of Directors and remain exercisable for a period of 90days after such termination.

###  

## 3.3                                 Change in Control.

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### (a)                                  Impact of Change in Control. If a Change in Control of the Company occurs whereby the acquiringentity or successor to the Company does not assume this Option or replace itwith a substantially equivalent incentive award, then, as of the date of theChange of Control, this Option will vest as to all shares and becomeimmediately exercisable in full and will remain exercisable until the Time ofTermination, regardless of whether the Optionee remains in the service of theCompany.  In addition, if a change incontrol occurs, the Committee, in its sole discretion and without consent ofthe Optionee, may determine that the Optionee will receive, with respect tosome or all of the Option Shares, cash in the amount of the excess of the FairMarket Value (as defined in the Plan) of those Option Shares immediately beforethe effective date of the Change in Control over the per share exercise priceof this Option.

###  

### (b)                                 Limitation on Change in Control Payments. Notwithstanding anything in this Section 3.3 to the contrary, if,with respect to the Optionee, the acceleration of the vesting of this Option asprovided above (which acceleration could be deemed a “payment” within themeaning of Section 280G(b)(2) of the Code), together with any otherpayments that the Optionee has the right to receive from the Company or anycorporation which is a member of an “affiliated group” (as defined in Section 1504(a) ofthe Code without regard to Section 1504(b) of the Code) of which theCompany is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) ofthe Code), the payments to the Optionee stated herein will be reduced to thelargest amount that will result in no portion of the payments being subject tothe excise tax 

 

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### imposed by Section 4999 of the Code; provided,however, that if the Optionee is subject to a separate agreement with theCompany that expressly addresses the potential application of Sections 280G or4999 of the Code (including, without limitation, that “payments” under suchagreement or otherwise will be reduced, that the Optionee will have thediscretion to determine which “payments” will be reduced, that such “payments”will not be reduced or that such “payments” will be “grossed up” for taxpurposes), then this Section 3.3(b) will not apply, and any paymentsto the Optionee under Section 3.3(a) of this Agreement will betreated as payments arising under such separate agreement.

###  

# **4.****                                     *****Manner of Option Exercise.***

#  

## 4.1                                 Notice.  Optionee mayexercise this Option, in whole or in part from time to time, subject to theconditions in the Plan and in this Agreement, by delivery, in person, byfacsimile or electronic transmission (if confirmed) or through the mail, to theCompany at its principal executive office (Attention: Chief Financial Officer),of a written notice of exercise.  Thisnotice must (a) be in a form substantially similar to the form attached tothis Agreement as Exhibit A, or such other form as is satisfactoryto the Committee, (b) identify this Option, (c) specify the number ofOption Shares with respect to which this Option is being exercised, and (d) besigned by the person or persons so exercising this Option.  The notice must be accompanied by payment infull of the total purchase price of the Option Shares purchased.  If this Option is being exercised as providedby the Plan and Section 3.2 above, by any person or persons other than theOptionee, the notice must be accompanied by appropriate proof of right of thatperson or persons to exercise this Option. As soon as practicable after the effective exercise of this Option, theOptionee will be recorded on the stock transfer books of the Company as theowner of the Option Shares purchased, and the Company will deliver to theOptionee one or more duly issued stock certificates evidencing ownership.

##  

## 4.2                                 Payment.  At the timeof exercise of this Option, the Optionee must pay the total purchase price ofthe Option Shares to be purchased entirely in cash (including a check, bankdraft or money order, payable to the order of the Company); provided, however,that the Committee, in its sole discretion, may allow such payment to be made,in whole or in part, by tender of a promissory note (on terms acceptable to theCommittee in its sole discretion) or a Broker Exercise Notice or PreviouslyAcquired Shares, or by a combination of such methods.  If Optionee is permitted to pay the totalpurchase price of this Option in whole or in part with Previously AcquiredShares, the value of those shares will equal their Fair Market Value on thedate of exercise, in whole or in part, of this Option.

##  

# **5.****                                     *****Rights of Optionee;Transferability.***

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## 5.1                                 Rights as a Shareholder. The Optionee has no rights as a shareholder with respect to the OptionShares issuable upon exercise of this Option unless and until all conditions tothe effective exercise of this Option (including, without limitation, theconditions stated in Sections 4 and 6 of this Agreement) have been satisfiedand the Optionee has become the holder of record of the Option Shares.  No adjustment will be made for dividends ordistributions for which the record Date precedes the date the Optionee becomesthe holder of record of the Option Shares, except as may otherwise be providedin the Plan or determined by the Committee in its sole discretion.

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## 5.2                                 Restrictions on Transfer. Except under testamentary will or the laws of descent and distributionor as otherwise expressly permitted by the Plan, no right or interest of the 

 

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## Optionee in this Optionbefore exercise may be assigned or transferred, or subjected to any lien,during the lifetime of the Optionee, either voluntarily or involuntarily,directly or indirectly, by operation of law or otherwise.  The Optionee will, however, be entitled todesignate a beneficiary to receive this Option upon Optionee’s death, and, inthe event of the Optionee’s death, exercise of this Option (to the extentpermitted under Section 3.2(a) of this Agreement) may be made by theOptionee’s legal representatives, heirs and legatees.

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## 5.3                                 Breach of Confidentiality, Assignment ofInventions or Non-Compete Agreements.  Notwithstandinganything in this Agreement or the Plan to the contrary, if Optionee materiallybreaches the terms of any written confidentiality, assignment of inventions ornon-compete agreement entered into with the Company or any Subsidiary, whethersuch breach occurs before or after termination of the Optionee’s service to theCompany, the Committee may immediately terminate all rights of the Optioneeunder the Plan and this Agreement.

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# **6.****                                     *****Securities Law and OtherRestrictions.***

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# Notwithstanding any other provision of the Plan orthis Agreement, the Optionee may not sell, assign, transfer or otherwisedispose of, any Option Shares unless (a) there is in effect with respectto the Option Shares a registration statement under the Securities Act and anyapplicable state or foreign securities laws or an exemption from suchregistration, and (b) there has been obtained any other consent, approvalor permit from any other regulatory body that the Committee, in its solediscretion, deems necessary or advisable. The Company may condition a sale or transfer by Optionee upon thereceipt of any representations or agreements from the parties involved, and theplacement of any legends on certificates representing Option Shares, as may bedeemed necessary by the Company in order to comply with such securities law orother restrictions.

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# **7.****                                     *****Withholding Taxes.***

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The Company is entitled to (a) withhold anddeduct from future amounts owed to Optionee, or make other arrangements for thecollection of, all legally required amounts necessary to satisfy any federal,state or local withholding and employment-related tax requirements attributableto this Option including, without limitation, the grant or exercise of thisOption or a disqualifying disposition of any Option Shares, or (b) requirethe Optionee promptly to remit the amount of such withholding to the Companybefore acting on the Optionee’s notice of exercise of this Option.  If the Company is unable to withhold suchamounts, for whatever reason, the Optionee agrees to pay to the Company anamount equal to the amount the Company would otherwise be required to withholdunder federal, state or local law.

 

# **8.****                                     *****Adjustments.***

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If any reorganization, merger, consolidation,recapitalization, liquidation, reclassification, stock dividend, stock split,combination of shares, rights offering, divestiture or extraordinary dividend(including a spin-off), or any other similar change in the corporate structureor shares of the Company occurs, the Committee (or, if the Company is not thesurviving corporation in any such transaction, the board of directors of thesurviving corporation), in order to prevent dilution or enlargement of therights of the Optionee, must make appropriate adjustment to the number and kindof securities or other property (including cash) subject to, and the exerciseprice of, this Option.

 

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# **9.****                                     *****Subject to Plan.***

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This Option and the Option Shares granted and issuedunder this Agreement have been granted and issued under, and are subject to theterms of, the Plan.  The terms of thePlan are incorporated by reference in this Agreement in their entirety, and theOptionee, by execution of this Agreement, acknowledges having received a copyof the Plan.  The provisions of this Agreementwill be interpreted as to be consistent with the Plan, and any ambiguities inthis Agreement will be interpreted by reference to the Plan.  If any provision of this Agreement isinconsistent with the terms of the Plan, and the Plan does not permit thatprovision to vary from the terms of the Plan, the terms of the Plan willprevail.

 

# **10.****                              *****Miscellaneous.***

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## 10.1                           Binding Effect. This Agreement will be binding upon the heirs, executors, administratorsand successors of the parties to this Agreement.

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## 10.2                           Governing Law. This Agreement and all rights and obligations under this Agreement willbe construed in accordance with the Plan and governed by the laws of the Stateof Minnesota, without regard to conflicts of laws provisions.  Any legal proceeding related to thisAgreement will be brought in an appropriate Minnesota court and the parties tothis Agreement consent to the exclusive jurisdiction of the court for thispurpose.

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## 10.3                           Entire Agreement. This Agreement and the Plan state the entire agreement and understandingof the parties to this Agreement with respect to the grant and exercise of thisOption and the administration of the Plan and supersede all prior agreements,arrangements, plans and understandings relating to the grant and exercise of thisOption and the administration of the Plan.

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## 10.4                           Amendment and Waiver. Other than as provided in the Plan, this Agreement may be amended,waived, modified or canceled only by a written instrument executed by theparties to this Agreement or, in the case of a waiver, by the party waivingcompliance.

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The parties to this Agreement have executed thisAgreement effective the day and year first above written.

 
| ** **                        | **SOUTHWEST  CASINO CORPORATION** |
|-----------------------------------|-----------------------------------|
| ** **                        | ** **                        |
| ** **                        | ** **                        |
|                              | By                                |   |
|                              |                              |  Thomas E.  Fox, President |
|                              |                              |
|                              |                              |
| By execution of  this Agreement,  | **OPTIONEE**                      |
| the Optionee  acknowledges having | ** **                        |
| received a copy  of the Plan.     | ** **                        |
|                              | (Signature)                       |
|                              |                              |
|                              | (Name and  Address)               |
|                              |                              |
|                              |                              |
|                              |                              |

 

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