Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
(e) Adoption of 2014 Equity Incentive Plan
On May 21, 2014, the stockholders of Monarch Casino & Resort, Inc. (the
"Company") adopted the Company's 2014 Equity Incentive Plan (the "2014 Plan").
The purposes of the 2014 Plan are to attract and retain the best available
personnel, to provide additional incentives to employees, directors and
consultants and to promote the success of the Company's business.
The 2014 Plan is an "omnibus plan" under which stock options, stock appreciation
rights, performance awards, dividend equivalents, restricted stock, and
restricted stock units can be awarded to employees, directors and consultants of
the Company. The 2014 Plan's initial share reservation will be 1,000,000 shares.
The term of the 2014 Plan is for 10 years from the date of its adoption.
Pursuant to the terms of the 2014 Plan, either the Board or a committee
designated by the Board is authorized to administer the plan. The administrator
has the authority, in its discretion, to select employees, consultants and
directors to whom awards under the 2014 Plan may be granted from time to time,
to determine whether and to what extent awards are granted, to determine the
number of shares or the amount of other consideration to be covered by each
award (subject certain limitations), to approve award agreements for use under
the 2014 Plan, to determine the terms and conditions of any award (including the
vesting schedule applicable to the award), to amend the terms of any outstanding
award granted under the 2014 Plan (subject to certain limitations), to construe
and interpret the terms of the 2014 Plan and awards granted, and to take such
other action not inconsistent with the terms of the 2014 Plan as the
administrator deems appropriate.
Incentive stock options granted under the 2014 Plan are those intended to
qualify as "incentive stock options" as defined under Section 422 of the
Internal Revenue Code. However, to qualify as "incentive stock options" under
Section 422 of the Internal Revenue Code, the 2014 Plan must be approved by the
stockholders of the Company within 12 months of its adoption. Non-qualified
stock options granted under the 2014 Plan are option grants that do not qualify
as incentive stock options under Section 422 of the Internal Revenue Code.
The foregoing summary of the terms and conditions of the 2014 Plan does not
purport to be complete, and is qualified in its entirety by reference to the
full text of the 2014 Plan attached as exhibit 10.1 hereto and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit 10.1 2014 Equity Incentive Plan.