EXHIBIT 10.4C
PENINSULA GAMING PARTNERS, LLC
PROFITS INTEREST PLAN
[FORM OF SPECIAL PROFITS INTEREST] AWARD AGREEMENT
This Award Agreement (this "Agreement"), dated as of [], is entered into by and
between Peninsula Gaming Partners, LLC, a Delaware limited liability company
(the "Company"), and [] (the "Grantee").
WHEREAS, the Company maintains the Peninsula Gaming Partners, LLC Profits
Interest Plan (the "Plan"), which is incorporated herein by reference as though
set forth herein in its entirety (all capitalized terms used herein but not
defined herein shall have the respective meanings ascribed thereto by the Plan);
WHEREAS, the Grantee is an Eligible Participant; and
WHEREAS, the Board has determined that it is in the best interests of the
Company and the Members to grant an award of Special Profits Interests (which
shall constitute a transfer of property for purposes of Section 83 of the
Internal Revenue Code of 1986, as amended) and a Cash-Based Award (collectively,
the "Award") to the Grantee subject to the terms and conditions set forth below.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Grant of Award.
The Company hereby grants the Grantee the following Award:
(a) a Cash-Based Award in the amount of $[] in accordance with Section 2(a)
below; and
(b) a total of [] Special Profits Interests, [] of which (representing []% of
all Special Profits Interests awarded hereunder) shall be subject to time
vesting in accordance with Section 2(b) below (the "Time Vesting Special Profits
Interests"), and [] of which (representing []% of all Special Profits
Interests awarded hereunder) shall be subject to performance vesting in
accordance with Section 2(c) below (the "Performance Vesting Special Profits
Interests").
2. Terms and Conditions.
The Award granted hereunder is subject to the
following terms and conditions, in addition to the terms and conditions of the
Plan and the LLC Agreement.
(a)
Payment of Cash-Based Award.
The Cash-Based Award shall be paid
on or within 60 days following the earlier to occur of:
(i) [DATE]1 and (ii)
termination of the Grantee's employment or service with the Company and its
subsidiaries due to termination by the Company or such subsidiary without Cause
or the Grantee's death or Disability.
_______________________
1 In the event that the Grantee is terminated with Cause prior to this date,
consider whether the Cash-Based Award should still be paid or should be
forfeited.
NEWYORK 6895162 (2K)
1
(b)
Time Vesting Special Profits Interests.
The Time Vesting Special
Profits Interests shall vest in accordance with the following schedule:
Vesting Date
Percentage Vested
[]
[]%
[]
[]%
[]
[]%
[]
[]%
(c) Performance Vesting Special Profits Interests.
The Performance Vesting
Special Profits Interests shall vest to the extent the Company attains the
target Consolidated EBITDA of the Company and its subsidiaries for the fiscal
year ending [] (the "Performance Period"), as set forth in the annual budget of
the Company approved by the Board for such fiscal year (the "Target EBITDA"), in
accordance with the following schedule:
Target EBITDA Attained
Percentage Vested
Less than