Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2016 Annual Meeting of Stockholders (the "Annual Meeting") of Century
Casinos, Inc. (the "Company") held on June 9, 2016, the Company's stockholders
approved the adoption of the Company's 2016 Equity Incentive Plan (the "2016
Plan"). The Board of Directors of the Company had previously approved the 2016
Plan on April 26, 2016, subject to stockholder approval.
The 2016 Plan replaces the Company's Amended and Restated 2005 Equity Incentive
Plan, which expired in June 2015. The 2016 Plan authorizes the issuance of
3,500,000 shares of the Company's common stock. Any shares of common stock
subject to an award under the 2016 Plan that expires, is forfeited or cancelled,
or is settled or paid in cash will, to the extent of such expiration,
forfeiture, cancellation or cash settlement, automatically become available for
future awards under the 2016 Plan. Awards under the 2016 Plan may be granted in
the form of stock options, stock appreciation rights, restricted stock, stock
units and other stock-based awards. The 2016 Plan is administered by the
Company's Compensation Committee, or, in certain cases, by the Company's Board
of Directors. Awards under the 2016 Plan may be granted to employees,
consultants and advisors of the Company and its subsidiaries as well as
non-employee directors of the Company.
The foregoing summary of the 2016 Plan is subject to, and qualified in its
entirety by, the complete text of the 2016 Plan, which was included as Appendix
A to the Company's Definitive Proxy Statement on Schedule 14A filed with the
Securities and Exchange Commission on April 29, 2016 in connection with the
Annual Meeting and is included herein as Exhibit 10.1 and incorporated by
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Century Casinos, Inc. 2016 Equity Incentive Plan, incorporated by
reference to Appendix A to the Company's Definitive Proxy Statement
on Schedule 14A filed on April 29, 2016
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