UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 7, 2006
Boyd Gaming Corporation
2950 Industrial Road
(Exact name of registrant as specified in its charter)
Las Vegas, Nevada 89109
(Address of principal executive offices including zip code)
(702) 792-7200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
Commencing in late 2004, the Compensation and Stock Option Committee (the "Compensation Committee") of the
Board of Directors (the "Board") of Boyd Gaming Corporation, a Nevada corporation ("Boyd" or the
"Company"), engaged Hewitt Associates ("Hewitt"), an executive compensation consultant, to undertake a study
of the Company's executive compensation programs.
In December 2005, Hewitt presented the results of its study to the Compensation Committee and proposed various modifications to
the Company's existing executive compensation programs, including among other things:
Based in part on the Hewitt study, beginning in December 2005, the Compensation Committee conceptually approved and
recommended, and the Board began to adopt, certain compensation changes for implementation in 2006. The initial recommendations
of the Compensation Committee included, among other things, adoption of Stock Ownership Guidelines. In addition, on December 7,
2006, the Compensation Committee adopted the final terms of the CIC Plan and the form of Career Restricted Stock Unit Award
Agreement, which embodies the final terms of the Career Share Program, under the Company's 2002 Stock Incentive Plan.
Career Shares Program
The Career Shares Program provides for the grant of restricted stock units ("RSUs") under the Company's 2002 Stock
Incentive Plan to certain members of the Company's senior management, including its seven-member management committee (the
"Management Committee") which includes its named executive officers. The RSUs do not have voting rights or rights to
dividends. Management Committee members receive an annual award of RSUs equal to 15% of their base salary, while certain other
members of senior management receive an annual award of 10% of their base salary, in each case subject to adjustment by the
Compensation Committee. Payouts are made at retirement, at which time participants receive one share of common stock for each
RSU held in their respective career share accounts. To receive any payout under the Career Shares Program, participants must meet
minimum age and length of employment requirements.
The description of the terms of the Career Shares Program does not purport to be complete and is qualified in its entirety by the
terms of the Career Restricted Stock Unit Award Agreement filed as Exhibit 10.1 hereto, and is incorporated herein by reference.
Stock Ownership Guidelines
Pursuant to the Stock Ownership Guidelines adopted by the Compensation Committee, certain members of the Company's senior
management, including members of the Management Committee, are required to own an amount of Company stock based on a
multiple of the participant's base salary. Subject to certain conditions, participants will generally be given 5 years to achieve mandated
levels of stock ownership.
Change-in-Control Severance Plan
The terms of the CIC Plan provide severance benefits to certain members of the Company's senior management, including
members of the Management Committee, upon certain qualifying terminations occurring within twenty-four months of a change in
control. A "qualifying termination" includes, involuntary termination without cause, voluntary termination due to a relocation
in excess of 50 miles or certain reductions in compensation, among other events. Generally, a "change in control" shall be
deemed to occur upon (i) the acquisition of more than 50 percent of the total combined voting power of the Company's outstanding
securities (other than an acquisition from or by the Company or by members of the Boyd family), or (ii) a majority of the Board
ceasing to be continuing directors at any time within a thirty-six month period due to contested
elections.
CIC Plan benefits are determined based upon the relevant status of the participant as a Tier One Executive (CEO), Tier Two
Executive (Management Committee members, other than the CEO) or Tier Three Executive (certain other members of senior
management, other than Management Committee members). A participant is entitled to receive a lump-sum cash payment of (a) any
unpaid amounts owed to the participant, such as any unpaid base salary, accrued vacation pay, or unreimbursed business expenses,
(b) a multiple of the participant's annual salary and bonus (a multiple of three, two and one for Tier One Executives, Tier Two
Executives and Tier Three Executives, respectively), (c) that year's bonus, and (d) a period of monthly premiums that would have been
paid by the Company to the participant under the Company's health insurance plan, or COBRA (a period of 36 months, 24 months and
12 months for Tier One Executives, Tier Two Executives and Tier Three Executives, respectively).
All outstanding equity awards and unrealized performance vesting equity awards granted subsequent to the date of the adoption of
the CIC Plan will immediately vest in full upon a qualifying termination.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No.
Description
10.1
Form of Career Restricted Stock Unit Award Agreement under the Company's 2002 Stock Incentive Plan
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: December 13, 2006
Boyd Gaming Corporation
/s/ Paul J. Chakmak
Paul J. Chakmak
Executive Vice President, Chief Financial Officer and Treasurer
Index to Exhibits
Exhibit No.
Description
10.1
Form of Career Restricted Stock Unit Award Agreement under the Company's 2002 Stock Incentive Plan
Also provided in
PDF format
as a courtesy.
Exhibit 10.1
BOYD GAMING CORPORATION 2002 STOCK INCENTIVE PLAN
NOTICE OF CAREER RESTRICTED STOCK UNIT AWARD
Grantee's Name and Address: |
_________________________
|
You (the " Grantee ") have been granted an award of Career Restricted Stock Units (the " Award "), subject to the terms and conditions of this Notice of Career Restricted Stock Unit Award (the " Notice "), the Boyd Gaming Corporation 2002 Stock Incentive Plan, as amended from time to time (the " Plan ") and the Career Restricted Stock Unit Agreement (the "Agreement") attached hereto, as follows. Unless otherwise provided herein, the terms in this Notice shall have the same meaning as those defined in the Plan.
Award Number |
___________________________________ |
Date of Award |
___________________________________ |
Total Number of Career Restricted Stock Units Awarded (the " Units ") |
___________________________________ |
Vesting Schedule |
|
The Grantee's Units will "vest" based on his or her attained age and years of Continuous Service at the time of his or her termination of Continuous Service, as provided in the table below. For purposes of this Notice and the Agreement, the term "vest" shall mean, with respect to any Units, that such Units are no longer subject to forfeiture to the Company. If the Grantee would become vested in a fraction of a Unit, such Unit shall not vest until the Grantee becomes vested in the entire Unit. Vesting shall cease upon the date the Grantee's Continuous Service with the Company terminates for any reason, including death or Disability. In the event the Grantee terminates his or her employment for any reason, including death or Disability, any unvested Units held by the Grantee immediately following such termination shall be deemed to be reconveyed to the Company and the Company shall thereafter be the legal and beneficial owner of the Units and shall have all rights and interest in or related thereto without further action by the Grantee. |
Age at Termination
Years of Service
Percentage of Units Vested
Less than 60
N/A
0%
60 or older
Less than 15 years
0%
60 or older
At least 15 but less than 20 years
50%
60 or older
At least 20 but less than 25 years
75%
60 or older
25 or more years
100%
In the event of the Grantee's change in status from Employee to Consultant or Director, the determination of whether such change in status results in a termination of employment will be determined in accordance with Section 409A of the Code. During any authorized leave of absence, the vesting of the Units as provided in this schedule shall be suspended (to the extent permitted under Section 409A of the Code) after the leave of absence exceeds a period of three (3) months. The Vesting Schedule of the Units shall be extended by the length of the suspension. Vesting of the Units shall resume upon the Grantee's termination of the leave of absence and return to Continuous Service to the Company or a Related Entity; provided, however, that if the leave of absence exceeds six (6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then (a) the Grantee's Continuous Service shall be deemed to terminate on the first day following such six-month period and (b) the Grantee will forfeit the Units that are unvested on the date of the Grantee's termination of Continuous Service. An authorized leave of absence shall include sick leave, military leave, or other bona fide leave of absence (such as temporary employment by the government). In the event of a Grantee's death or termination of Continuous Service as a result of Disability, the Grantee will be deemed to have attained age 60, and his or her Units will vest and be converted based on his or her years of Continuous Service through the date of death or termination of Continuous Service as a result of Disability. In addition, if the Company experiences a Corporate Transaction or a Change in Control (each as defined in the Plan), the Grantee will be deemed to have attained age 60, and his or her Units will vest and be converted based on his or her years of Continuous Service through the date of such Corporate Transaction or Change in Control. The Administrator reserves the right to reduce or terminate a Grantee's Award in the event of a Grantee's termination of Continuous Service for Cause. For this purpose, "Cause" means (1) "Cause" as such term is expressly defined in a then-effective written agreement between the Grantee and the Company or a Related Entity, or (2) in the absence of such then-effective written agreement and definition, is based on, in the determination of the Administrator, the Grantee's: (i) refusal or failure to act in accordance with any specific, lawful direction or order of the Company or a Related Entity; (ii) unfitness or unavailability for service or unsatisfactory performance (other than as a result of Disability); (iii) performance of any act or failure to perform any act in bad faith and to the detriment of the Company or a Related Entity; (iv) dishonesty, intentional misconduct or material breach of any agreement with the Company or a Related Entity; or (v) commission of a crime involving dishonesty, breach of trust, or physical or emotional harm to any person. |
|
Total Number of Career Restricted Stock Units Awarded (the " Units ") |
___________________________________ |
IN WITNESS WHEREOF, the Company and the Grantee have executed this Notice and agree that the Award is to be governed by the terms and conditions of this Notice, the Plan, and the Agreement.
Boyd Gaming Corporation, a Nevada corporation
By: ________________________________
Title: _____________________________
THE GRANTEE ACKNOWLEDGES AND AGREES THAT THE UNITS SHALL VEST, IF AT ALL, ONLY DURING THE PERIOD OF THE GRANTEE'S CONTINUOUS SERVICE (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS AWARD OR ACQUIRING SHARES HEREUNDER). THE GRANTEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS NOTICE, THE AGREEMENT, NOR IN THE PLAN, SHALL CONFER UPON THE GRANTEE ANY RIGHT WITH RESPECT TO CONTINUATION OF THE GRANTEE'S CONTINUOUS SERVICE, NOR SHALL IT INTERFERE IN ANY WAY WITH THE GRANTEE'S RIGHT OR THE COMPANY'S RIGHT TO TERMINATE THE GRANTEE'S CONTINUOUS SERVICE AT ANY TIME, WITH OR WITHOUT CAUSE, AND WITH OR WITHOUT NOTICE. THE GRANTEE ACKNOWLEDGES THAT UNLESS THE GRANTEE HAS A WRITTEN EMPLOYMENT AGREEMENT WITH THE COMPANY TO THE CONTRARY, THE GRANTEE'S STATUS IS AT WILL.
Grantee Acknowledges and Agrees :
The Grantee acknowledges receipt of a copy of the Plan and the Agreement and represents that he or she is familiar with the terms and provisions thereof, and hereby accepts the Award subject to all of the terms and provisions hereof and thereof. The Grantee has reviewed this Notice, the Agreement and the Plan in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Notice and fully understands all provisions of this Notice, the Agreement and the Plan. The Grantee further agrees and acknowledges that this Award is a non-elective arrangement pursuant to Section 409A of the Code.
The Grantee further acknowledges that, from time to time, the Company may be in a "blackout period" and/or subject to applicable federal securities laws that could subject the Grantee to liability for engaging in any transaction involving the sale of the Company's Shares. The Grantee further acknowledges and agrees that, prior to the sale of any Shares acquired under this Award, it is the Grantee's responsibility to determine whether or not such sale of Shares will subject the Grantee to liability under insider trading rules or other applicable federal securities laws.
The Grantee understands that the Award is subject to the Grantee's consent to access this Notice, the Agreement, the Plan and the Plan prospectus (collectively, the "Plan Documents") in electronic form on the Company's intranet. By signing below (or by providing an electronic signature) and accepting the grant of the Award, the Grantee: (i) consents to access electronic copies (instead of receiving paper copies) of the Plan Documents via the Company's intranet; (ii) represents that the Grantee has access to the Company's intranet; (iii) acknowledges receipt of electronic copies, or that the Grantee is already in possession of paper copies, of the Plan Documents; and (iv) acknowledges that the Grantee is familiar with and accepts the Award subject to the terms and provisions of the Plan Documents.
The Grantee hereby agrees that all questions of interpretation and administration relating to this Notice, the Plan and the Agreement shall be resolved by the Administrator in accordance with Section 8 of the Agreement. The Grantee further agrees to the venue selection and waiver of a jury trial in accordance with Section 9 of the Agreement. The Grantee further agrees to notify the Company upon any change in his or her residence address indicated in this Notice.
Date: ___________________________ |
_________________________
|
Award Number: __________________
BOYD GAMING CORPORATION 2002 STOCK INCENTIVE PLAN
CAREER RESTRICTED STOCK UNIT AGREEMENT
END OF AGREEMENT