Stock Compensation Program [1999] (2000)Full Document 

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                              STATION CASINOS, INC.
                         1999 STOCK COMPENSATION PROGRAM
                          THE DATE OF THIS DOCUMENT IS
                                DECEMBER 7, 1999

                  1.       PURPOSE. This Station Casinos, Inc. 1999 Stock
Compensation Program ("Program") is intended to secure for Station Casinos, Inc.
("Company"), its subsidiaries and its stockholders the benefits arising from
ownership of the Company's common stock ("Common Stock") by those selected
officers and employees of the Company and its subsidiaries who will be
responsible for the future growth of such corporations. The Program is designed
to help the Company and its subsidiaries to attract and retain superior
personnel and to provide selected officers and employees with an additional
incentive to contribute to the success of the corporations.

                  2.       ELEMENTS OF THE PROGRAM. In order to maintain
flexibility in the award of stock benefits, the Program is composed of two
parts. The first part is the 1999 Compensatory Stock Option Plan ("Nonqualified
Plan") under which are granted nonqualified stock options ("Nonqualified
Options"). The second part is the 1999 Share Plan ("Share Plan") under which are
granted shares of Common Stock. The 1999 Nonqualified Plan and the 1999 Share
Plan are included herein as Part I and Part II respectively, and are
collectively referred to herein as the "Plans". The grant of an option or share
under one of the Plans shall not be construed to prohibit the grant of an option
or share under the other Plan.

                  3.       APPLICABILITY OF GENERAL PROVISIONS. Unless any Plan
specifically indicates to the contrary, all Plans shall be subject to the
General Provisions of the Stock Compensation Program set forth below.

                  4.       ADMINISTRATION OF THE PLANS. The Plans shall be
administered, construed, governed, and amended in accordance with their
respective terms.


                  Article 1. ADMINISTRATION. The program shall be administered
by the Board of Directors of the Company (the "Board") or by a committee
appointed by the Company's [Chief Executive Officer (the "CEO")] from time to
time, consisting of at least one individual (the "Committee"). Subject to the
foregoing limitations, as applicable, the [CEO] may from time to time remove
members from the Committee, fill all vacancies on the Committee, however caused,
and may select one of the members of the Committee as its Chairman. The members
of the Board or Committee, when acting to administer the Program, are herein
collectively referred to as the "Program Administrators."

                  The Program Administrators shall hold meetings at such times
and places as they may determine, shall keep minutes of their meetings, and
shall adopt, amend, and revoke such rules and procedures as they may deem proper
with respect to the Program. Any action of the

Program Administrators shall be taken by majority vote or the unanimous written
consent of the Program Administrators.

                  Article 2. AUTHORITY OF PROGRAM ADMINISTRATORS. Subject to the
other provisions of this Program, and with a view to effecting its purpose, the
Program Administrators shall have sole authority, in their absolute discretion,
to: (a) construe and interpret the Program; (b) define the terms used herein;
(c) determine the individuals to whom options and shares shall be granted under
the Program; (d) determine the time or times at which options and shares shall
be granted under the Program; (e) determine the number of shares subject to each
option and the number of shares granted in a share grant, the option price, and
the duration of each option granted under the Program; (f) determine all of the
other terms and conditions of options and shares granted under the Program; and
(g) make all other determinations necessary or advisable for the administration
of the Program and to do everything necessary or appropriate to administer the
Program; PROVIDED, HOWEVER, that during the three-year period commencing on the
Effective Date, at least the majority of shares of Common Stock underlying
options and/or share awards under the Program must be awarded to employees of
the Company and/or its subsidiaries who are not officers or directors of the
Company and/or its subsidiaries. All decisions, determinations, and
interpretations made by the Program Administrators shall be binding and
conclusive on all participants in the Program and on their legal
representatives, heirs, and beneficiaries.

The maximum aggregate number of shares of Common Stock subject to the Program
shall be 1,000,000 shares. The shares of Common Stock to be issued upon exercise
of an option, to the extent exercised for shares of Common Stock, or issued as
shares may be authorized but unissued shares, shares issued and reacquired by
the Company or shares purchased by the Company on the open market. If any of the
options granted under the Program expire or terminate for any reason before they
have been exercised in full, the unpurchased shares subject to those expired or
terminated options shall cease to reduce the number of shares available for
purposes of the Program. If the conditions associated with the grant of shares
are not achieved within the period specified for satisfaction of the applicable
conditions, or if a share grant terminates for any reason before the date on
which the conditions must be satisfied, the shares of Common Stock associated
with such share grant shall cease to reduce the number of shares available for
purposes of the Program.

                  The proceeds received by the Company from the sale of its
Common Stock pursuant to the exercise of options or transfer of shares under the
Program, if in the form of cash, shall be added to the Company's general funds
and used for general corporate purposes.

                  Article 4. ELIGIBILITY AND PARTICIPATION. All officers and
employees, of the Company and its subsidiaries shall be eligible for selection
by the Program Administrators to participate in Part I and/or Part II of the

                  Article 5. EFFECTIVE DATE AND TERM OF PROGRAM. The Program
shall become effective upon its adoption by the Board of Directors of the
Company. The Program shall continue in effect for a term of 10 years unless

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