EX-3 4 exh32902.txt EXHIBIT 3.2 PAUL-SON GAMING CORPORATION (the "Corporation") 1994 Long-Term Incentive Plan (the "Plan") GRANT Grant No: I-80 Date of Grant: September 12, 2002 Type: Incentive Stock Option Number of Shares: 200,000 Grantee : Gerard Charlier Option Price: $____________ Subject to the terms and conditions of the Plan and this Grant, the Corporation hereby grants a non-statutory option to purchase 200,000 shares of the Corporation's common stock at the exercise price of $__________ per share (the "Option"). The Option shall be exercisable upon vesting. The vesting schedule for the Option is as follows: 100% at September 12, 2007 NOTE: A COPY OF THE PLAN IS ATTACHED. GRANT RECIPIENTS SHOULD CAREFULLY REVIEW THE TERMINATION, EXERCISE AND OTHER IMPORTANT PROVISIONS OF THE PLAN. Paul-Son Gaming Corporation 1994 Long-Term Incentive Plan Committee By:___________________________ _____ Committee Chairman ACCEPTED AND AGREED TO AS OF THE DATE OF GRANT: _______________________________ Gerard Charlier PAUL-SON GAMING CORPORATION (the "Corporation") 1994 Long-Term Incentive Plan (the "Plan") GRANT Grant No: I-81 Date of Grant: September 12, 2002 Type: Incentive Stock Option Number of Shares: 100,000 Grantee : Gerard Charlier Option Price: $____________ Subject to the terms and conditions of the Plan and this Grant, the Corporation hereby grants a non-statutory option to purchase 100,000 shares of the Corporation's common stock at the exercise price of $__________ per share (the "Option"). The Option shall be subject to the following vesting and termination conditions: 100% of the Option shall vest if and when the Corporation's audited annual consolidated financial statements show a net profit after tax of $2,000,000; provided, however, that if the Option has not vested by the fifth anniversary of the Date of Grant, the Option shall automatically terminate. The Option shall be exercisable for a period of up to five (5) years from the date of vesting, such period not to exceed ten (10) years from the Date of Grant. NOTE: A COPY OF THE PLAN IS ATTACHED. GRANT RECIPIENTS SHOULD CAREFULLY REVIEW THE TERMINATION, EXERCISE AND OTHER IMPORTANT PROVISIONS OF THE PLAN. Paul-Son Gaming Corporation 1994 Long-Term Incentive Plan Committee By:________________________________ Committee Chairman ACCEPTED AND AGREED TO AS OF THE DATE OF GRANT: _______________________________ Gerard Charlier Represents the last reported sale price of the Corporation's common stock on the Nasdaq SmallCap Market, or on such other stock exchange that the common stock may be listed, on the date of grant. Represents the last reported sale price of the Corporation's common stock on the Nasdaq SmallCap Market, or on such other stock exchange that the common stock may be listed, on the date of grant. 1