World Poker Tour, LLC 2002 Unit Option Plan

EXHIBIT 10.9


WORLD POKER TOUR, LLC


2002 UNIT OPTION PLAN


1. Purpose. The purpose of the 2002 Unit Option Plan (the "Plan") of World Poker Tour, LLC (the "Company") is to increase member value and to advance the interests of the Company by furnishing options to purchase Units of Membership Interest in the Company ("Unit Options") designed to attract, retain and motivate employees and consultants.


2. Administration. The Plan shall be administered by the compensation committee (the "Committee") of the board of governors of the Company. The Committee shall consist of two individuals and shall be appointed from time to time pursuant to the terms of the Company's Limited Liability Company Agreement. The Committee shall select one of its members as its chairperson and shall hold its meetings at such times and places as it shall deem advisable. A majority of the Committee's members shall constitute a quorum. All actions of the Committee shall be taken by the majority of its members. Any action may be taken by a written instrument signed by majority of the members and actions so taken shall be fully effective as if it had been made by a majority vote at a meeting duly called and held. The Committee may appoint a secretary, shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable. The Committee shall have complete authority to award Unit Options under the Plan, to interpret the Plan, and to make any other determination which it believes necessary and advisable for the proper administration of the Plan. The Committee's decisions and matters relating to the Plan shall be final and conclusive on the Company and its participants.


3. Eligible Participants. Employees of the Company or its subsidiaries or affiliates (including officers, managers and governors), and consultants or other independent contractors who provide services to the Company or its subsidiaries or affiliates shall become eligible to receive Unit Options under the Plan when designated by the Committee in accordance with the terms of the Company's Limited Liability Company Agreement. Participants may be designated individually or by groups or categories (for example, by pay grade) as the Committee deems appropriate.


4. Units Subject to the Plan.


4.1. Number of Units. Subject to adjustment as provided in
Section 6.6, the number of Common Units which may be issued under the
Plan shall not exceed seven thousand (7,000).


4.2. Cancellation. In the event that a Unit Option granted
hereunder expires or is terminated or canceled unexercised as to any
Units, such Units may again be issued under the Plan. In the event that
Units are issued upon exercise of a Unit Option and thereafter are
forfeited or reacquired by the Company pursuant to rights reserved upon
issuance thereof, such forfeited and reacquired Units may again be
issued under the Plan. The Committee may also determine to cancel, and
agree to the cancellation of, Unit


Options in order to make a participant eligible for the grant of a Unit
Option at a lower price than the option to be canceled.


4.3. Type of Unit. Units issued under the Plan in
connection with Unit Options may be unissued Units.


5. Unit Options. A Unit Option is a right to purchase Units from the Company. Each Unit Option granted by the Committee under this Plan shall be subject to the following terms and conditions:


5.1. Price. The option price per Unit shall be determined
by the Committee, subject to adjustment under Section 6.6.


5.2. Number. The number of Units subject to the option
shall be determined by the Committee, subject to adjustment as provided
in Section 6.6.


5.3. Duration and Time for Exercise. Subject to earlier
termination as provided in Section 6.4, the term of each Unit Option
shall be ten years from the date of grant. The Unit Option shall become
exercisable as to one-quarter of the underlying Units at each of the
first four anniversaries of the date of the grant, and each such
portion of the Unit Option shall be exercisable for a period of six
(6) years thereafter. The Committee may accelerate the exercisability
of any Unit Option. Subject to the foregoing and with the approval of
the Committee, all or any part of the Units with respect to which the
right to purchase has accrued may be purchased by the Company at the
time of such accrual or at any time or times thereafter during the term
of the option.


5.4. Manner of Exercise. A Unit Option may be exercised,
in whole or in part, by giving written notice to the Company,
specifying the number of Units to be purchased and accompanied by the
full purchase price for such Units. The option price shall be payable
(a) in United States dollars upon exercise of the option and may be
paid by cash, uncertified or certified check, or bank draft; (b) at the
discretion of the Committee, by delivery of Units in payment of all or
any part of the option price, which Units shall be valued for this
purpose at the Fair Market Value on the date such option is exercised;
or (c) at the discretion of the Committee, by instructing the Company
to withhold from the Units issuable upon exercise of the Unit Option,
Units in payment of all or any part of the option price, which units
shall be valued for this purpose at the Fair Market Value or in such
other manner as may be authorized from time to time by the Committee.
The Units delivered by the participant pursuant to Section 5.4(b) must
have been held by the participant for a period of not less than six
months prior to the exercise of the option, unless otherwise determined
by the Committee. Prior to the issuance of Units upon the exercise of a
Unit Option, a participant shall have no rights as a member.


6. General.


6.1. Effective Date. The Plan will become effective upon
its approval by the affirmative vote of a majority of the Governors of
the Company present and entitled to vote at a duly held meeting of the
Board, or upon approval by written action of such number of Governors.


2


6.2. Duration. The Plan shall remain in effect until all
Unit Options granted under the Plan have either been satisfied by the
issuance of Units or been terminated under the terms of the Plan. No
Unit Options may be granted under the Plan after the tenth anniversary
of the date the Plan is approved by the Board.


6.3. Non-transferability of Unit Options. No Unit Option
may be transferred, pledged or assigned by the holder thereof (except,
in the event of the holder's death, by will or the laws of descent and
distribution to the limited extent provided in the Plan or the Unit
Option), and the Company shall not be required to recognize any
attempted assignment of such rights by any participant. During a
participant's lifetime, a Unit Option may be exercised only by him or
her or by his or her guardian or legal representative.


6.4. Effect of Termination or Death. In the event that a
participant ceases to be an employee of or consultant to the Company
for any reason, including death, the Unit Option(s) held by such
participant shall expire ninety (90) days following such termination.


6.5. Additional Condition. Notwithstanding anything in
this Plan to the contrary: (a) the Company may, if it shall determine
it necessary or desirable for any reason, at the time of award of any
Unit Option, require the recipient, as a condition to the receipt
thereof or to the receipt of Units issued pursuant thereto, to deliver
to the Company a written representation of present intention to acquire
the Unit Option or the Units issued pursuant thereto for his or her own
account for investment and not for distribution; and (b) if at any time
the Company further determines, in its sole discretion, that the
listing, registration or qualification (or any updating of any such
document) of any Unit Option or the Units issuable pursuant thereto is
necessary on any securities exchange or under any federal or state
securities or blue sky law, or that the consent or approval of any
governmental regulatory body is necessary or desirable as a condition
of, or in connection with the award of any Unit Option or the issuance
of Units pursuant thereto, such Unit Option shall not be awarded or
such Units shall not be issued, as the case may be, in whole or in
part, unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions
not acceptable to the Company.


6.6. Adjustment. In the event of any merger, consolidation
or reorganization of the Company with any other entity or entities,
there shall be substituted for each of the Units then subject to the
Plan (i.e., issuable upon the exercise of Unit Options granted pursuant
to the Plan), the number and kind of units or other securities to which
the holders of the Units will be entitled pursuant to the transaction.
In the event of any recapitalization, unit distribution, unit split,
combination of units or other change in the Units, the number of Units
then subject to the Plan shall be adjusted in proportion to the change
in outstanding Units. In the event of any such adjustments, the
purchase price of any option shall be adjusted as and to the extent
appropriate, in the discretion of the Committee, to provide
participants with the same relative rights before and after such
adjustment.


3


6.7. Unit Option Agreements. The terms of each Unit Option
shall be stated in an agreement approved by the Committee.


6.8. Withholding.


(a) The Company shall have the right to withhold
from any payments made under the Plan or to collect as a
condition of payment, any taxes required by law to be
withheld. At any time when a participant is required to pay to
the Company an amount required to be withheld under applicable
...