-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Cj9ocyj61MkSyWBcqqZPB3Lc9534lZyKKJT+JYjENlO5Yb5tXRrPLnZbg5bQxRkE HSyYFrmJMUnqvPUFj/Ujhw== 0001021408-01-511252.txt : 20020412 0001021408-01-511252.hdr.sgml : 20020412 ACCESSION NUMBER: 0001021408-01-511252 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011211 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANDALAY RESORT GROUP CENTRAL INDEX KEY: 0000725549 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION [7990] IRS NUMBER: 880121916 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-35737 FILM NUMBER: 1811216 BUSINESS ADDRESS: STREET 1: 3950 LAS VEGAS BLVD S CITY: LAS VEGAS STATE: NV ZIP: 89119 BUSINESS PHONE: 7027340410 FORMER COMPANY: FORMER CONFORMED NAME: CIRCUS CIRCUS ENTERPRISES INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ENSIGN MICHAEL S CENTRAL INDEX KEY: 0000946468 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 530309941 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2880 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 2138917506 MAIL ADDRESS: STREET 1: 2880 LAS VEGAS BLVD SOUTH CITY: LAS VEGAS STATE: NV ZIP: 89109 SC 13D/A 1 dsc13da.txt AMENDMENT NO.3--MICHAEL S. ENSIGN UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* MANDALAY RESORT GROUP (Name of Issuer) COMMON STOCK, $.01 2/3 PAR VALUE (Title of Class of Securities) 562567 10 7 (CUSIP Number) Michael S. Ensign with a copy to: Chairman of the Board, Howell J. Reeves, Esq. Chief Executive Officer and Wolf, Block, Schorr and Solis-Cohen LLP Chief Operating Officer 1650 Arch Street, 22nd Floor Mandalay Resort Group Philadelphia, Pennsylvania 19103 3950 Las Vegas Blvd., South (215) 977-2000 Las Vegas, Nevada 89119 (702) 632-6700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 11, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D - ---------------------------- -------------------------- CUSIP NO. 562567 10 7 Page 2 of 7 Pages - ---------------------------- -------------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 Michael S. Ensign - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 PF - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT 5 TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 United States - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 7,489,700 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 OWNED BY 0 ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 7,489,700 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 7,489,700 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 10.5% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 IN - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! -2- ITEM 1. SECURITY AND ISSUER. This Amendment No. 3 amends and restates in its entirety the amended and restated Schedule 13D previously filed by Michael S. Ensign on June 27, 1995, as the same was amended in September 1996, and relates to the shares of Common Stock, $.01 2/3 par value per share (the "Shares"), of Mandalay Resort Group (formerly Circus Circus Enterprises, Inc.), a Nevada corporation (the "Issuer"). The principal executive offices of the Issuer are located at 3950 Las Vegas Blvd., South, Las Vegas, Nevada 89119. ITEM 2. IDENTITY AND BACKGROUND. (a) This statement is being filed by Michael S. Ensign (the "Reporting Person"). (b) The Reporting Person's business address is 3950 Las Vegas Blvd., South, Las Vegas, Nevada 89119. (c) The present principal occupation of the Reporting Person is Chairman of the Board of Directors, Chief Executive Officer and Chief Operating Officer of the Issuer. The Issuer is primarily engaged in the gaming business and its principal executive offices are located at 3950 Las Vegas Blvd., South, Las Vegas, Nevada 89119. (d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) The Reporting Person is a citizen of the United States of America. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Pursuant to the Agreement and Plan of Merger dated as of March 19, 1995 by and among the Issuer and M.S.E. Investments, Incorporated, Last Chance Investments, Incorporated, Goldstrike Investments, Incorporated, Diamond Gold, Inc., Gold Strike Aviation, Incorporated, Goldstrike Finance Company, Inc., Oasis Development Company, Inc., the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II and Robert J. Verchota, as amended (the "Merger Agreement"), the Reporting Person agreed to transfer to certain subsidiaries of the Issuer his indirect interests in (i) three operating and licensed Nevada casinos, (ii) two gasoline service stations, holding restricted gaming licenses, (iii) an Illinois-licensed riverboat gaming facility, and (iv) various development properties located in Nevada, Indiana/Kentucky, and Mississippi (collectively, the "Gold Strike Properties"). In return, the Issuer agreed to issue 6,501,933 Shares, and distribute $4,795,193 in cash, to the Reporting Person. After the parties to the Merger Agreement obtained the requisite gaming and other governmental approvals and bank consents, the transactions contemplated by the Merger Agreement were effected (the "Closing") on June 1, 1995 (the "Closing Date"), resulting in, among other things, the transfer by the Reporting Person of his indirect interests in the Gold Strike Properties to certain subsidiaries of the Issuer and the issuance and distribution by the Issuer of 6,501,933 Shares (the "Original Shares") and $4,795,193 in cash to the Reporting Person. The Shares beneficially owned by the Reporting Person as of the date hereof includes 1,000,000 Shares which the Reporting Person is entitled to purchase at an exercise price of $13.00 per share by the exercise of an employee stock option granted by the Issuer on February 9, 1999 (the "Option"). The Option, which expires on February 9, 2009, became exercisable as to 333,333 Shares on February 9, 2000 and February 9, 2001, respectively, and becomes exercisable as to the remaining 333,334 Shares on February 9, 2002. It is the Reporting Person's present intention to utilize individual funds and/or presently owned Shares to purchase any Shares he may acquire pursuant to the Options (as defined in Item 6). -3- ITEM 4. PURPOSE OF TRANSACTION. The Reporting Person acquired the Original Shares for investment purposes. Subject to compliance with applicable law, and depending on general market and economic conditions affecting the Issuer and the Reporting Person's view of the prospects for the Issuer and other relevant factors, the Reporting Person may purchase additional Shares, including Shares which may be acquired pursuant to the Options (as defined in Item 6), or dispose of some or all of his Shares from time to time in open market transactions, private transactions or otherwise. The Reporting Person participates in the formulation, determination and direction of basic business decisions and policies of the Issuer by virtue of his membership on the Issuer's Board of Directors and his service as an executive officer of the Issuer. For further discussion of (i) the Merger Agreement which contains provisions relating to the Reporting Person's initial and 1997 election to the Issuer's Board of Directors and (ii) the Employment Agreement (as defined below) which contains provisions relating to the Reporting Person's employment as an executive officer of the Issuer, see Item 6, below. Except as set forth herein, the Reporting Person has no present plans or proposals with respect to any material change in the Issuer's business or corporate structure or which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (g) causing a class of securities of the Issuer to be delisted from a national securities exchange or cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (i) any action similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The 7,489,700 Shares beneficially owned by the Reporting Person (1,000,000 of which represent Shares the Reporting Person is entitled to acquire pursuant to the Option, as described in Item 3) constitute approximately 10.5% of the total number of Shares outstanding, based on 70,512,873 Shares outstanding as set forth in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2001. (b) The Reporting Person has the sole power to vote or to direct the vote, and to dispose or to direct the disposition of, the 7,489,700 Shares beneficially owned by him. -4- (c) Except as set forth herein, the Reporting Person has not engaged in any transaction during the past 60 days in any securities of the Issuer. (d) Not applicable. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. As described in Item 3, the Merger Agreement sets forth the Reporting Person's agreement pursuant to which he sold his interests in the Gold Strike Properties in return for the issuance of the Original Shares, and the distribution of $4,795,193 in cash, to the Reporting Person on the Closing Date. In connection with the transactions contemplated by the Merger Agreement, the Issuer's Bylaws were amended to increase the number of Class III Directors from two to three. Pursuant to the Merger Agreement, on the Closing Date, the Reporting Person was elected by the Issuer's Board of Directors to fill the Class III vacancy resulting from the foregoing amendment to the Bylaws for the balance of the current term of such class. The Merger Agreement also required the Issuer, at the end of the Reporting Person's initial term as a member of the Issuer's Board of Directors, to use its best efforts to cause the Reporting Person (or another individual designated by the Reporting Person) to be nominated for election to a full term when the Class III directors next stood for election in 1997. The Reporting Person was elected by the Issuer's stockholders to serve a full three-year term on the Issuer's Board of Directors on June 24, 1997. On June 15, 2000, the Reporting Person was elected by the Issuer's stockholders to an additional three-year term which expires in 2003. In connection with the Closing, the Reporting Person also entered into the following agreements with the Issuer which relate to the management and securities of the Issuer: Employment Agreement, Standstill Agreement, Registration Rights Agreement and Agreement Pursuant to Joint Venture Agreement. Each of which is discussed below. The Employment Agreement dated as of the Closing Date by and between the Reporting Person and the Issuer required, among other things, the Issuer to employ the Reporting Person as an executive officer for a term of three years subject to automatic renewal unless the Reporting, Person or the Issuer provides written notice to the contrary. The Employment Agreement, pursuant to which the Reporting Person has been employed as the Issuer's Chief Executive Officer since January 16, 1998 and its Chief Operating Officer since June 1, 1995, has continued in effect since the Closing Date and terminates on May 31, 2002. The Standstill Agreement dated as of the Closing Date by and among the Issuer and the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II and Glenn W. Schaeffer (the "Standstill Agreement"), contained a number of customary "standstill" restrictions, including limitations on the number of Shares which the Reporting Person could beneficially own. Pursuant to such restrictions, which terminated on June 1, 2000, the Reporting Person agreed, among other things and except in certain circumstances, for a five year period beginning on the Closing Date (i) not to acquire more than 9.9% of the outstanding equity securities of the Issuer, (ii) not to engage in the solicitation of proxies and (iii) not to make any acquisition proposal. Pursuant to a Stipulation of Settlement re Consolidated Class Action and Derivative Claims dated April 16, 1996, the Issuer agreed to amend the Standstill Agreement dated as of June 1, 1995 by and between, among others, the Issuer and the Reporting Person (the "Standstill Agreement"), to clarify certain duties of the Reporting Person. On September 3, 1996, the Issuer and the Reporting Person entered into Amendment No. 1 to the Standstill Agreement (the "Amendment"). The Amendment, which is effective as of April 16, 1996, provides that notwithstanding anything to the contrary in the Standstill Agreement, the Reporting Person must exercise his fiduciary duties in evaluating and considering any unsolicited offers or proposals for the acquisition of or merger with, or other proposed change in control of, the Issuer. -5- The Registration Rights Agreement dated as of the Closing Date by and among the Issuer and the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony Korfman, William Ensign and Robert J. Verchota provides the Reporting Person with certain demand and piggyback registration rights with respect to the Shares acquired by him pursuant to the Merger Agreement. The Agreement Pursuant to Joint Venture Agreement dated as of the Closing Date by and among the Issuer and the Reporting Person, Glenn W. Schaeffer and William A. Richardson, which has terminated, required the foregoing individuals to jointly and severally pay to the Issuer liquidated damages upon the occurrence of certain events relating to (i) the management of a joint venture which is currently managed by an affiliate of the Issuer and (ii) such individuals' employment with the Issuer or such individuals' beneficial ownership of the capital stock of the Issuer. On February 9, 1999, the Issuer granted to the Reporting Person the Option, the terms of which are described in Item 3. On March 1, 2001, the Issuer granted to the Reporting Person an employee stock option pursuant to which the Reporting Person is entitled to purchase, at an exercise price of $20.20 per Share, up to 1,000,000 Shares (the "March 2001 Option"). The March 2001 Option, which expires on March 1, 2011, becomes exercisable as to 333,333 Shares on March 1, 2002 and March 1, 2003, respectively, and as to the remaining 333,334 Shares on March 1, 2004. On October 2, 2001, the Issuer granted to the Reporting Person an employee stock option pursuant to which the Reporting Person is entitled to purchase, at an exercise price of $17.25 per Share, up to 400,000 Shares (the "October 2001 Option" and, collectively with the March 2001 Option and the Option, the "Options"). The October 2001 Option, which expires on October 1, 2011, becomes exercisable as to all of the 400,000 shares on October 2, 2002. The Shares the Reporting Person is entitled to purchase pursuant to the March 2001 Option and the October 2001 Option have not been included in the number of Shares reported herein as beneficially owned by the Reporting Person because, as described, the right to acquire those shares does not become exercisable for more than 60 days following the date hereof. The description of the terms of the Merger Agreement, Employment Agreement, Standstill Agreement, Registration Rights Agreement, Agreement Pursuant to Joint Venture Agreement and Options set forth herein does not purport to be a complete statement of the parties' rights and obligations, and is qualified in its entirety by reference to such agreements, which are set forth as Exhibits 99.1 to 99.10 hereto. Reference is made to such agreements for a complete description of the terms and provisions thereof and the agreement of the parties thereunder. Except as set forth above, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits of loss, or the giving or withholding of proxies, or a pledge or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over the securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. 99.1 Agreement and Plan of Merger dated as of March 19, 1995 by and among the Issuer and M.S.E. Investments, Incorporated, Last Chance Investments Incorporated, Goldstrike Investments Incorporated, Diamond Gold Inc., Gold Strike Aviation Incorporated, Goldstrike Finance Company, Inc., Oasis Development Company, Inc., the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II and Robert J. Verchota. (Incorporated by reference to Exhibit 10(ee) to the Issuer's Annual Report on Form 10-K for the year ended January 31, 1995.) 99.2 First Amendment to the Agreement and Plan of Merger dated May 30, 1995 by and among the Issuer and M.S.E. Investments, Incorporated, Last Chance Investments, Incorporated, Goldstrike Investments, Incorporated, Diamond Gold, Inc., Gold Strike Aviation, Incorporated Goldstrike Finance Company, Inc., Oasis Development -6- Company, Inc., the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II and Robert J. Verchota.* 99.3 Employment Agreement dated as of the Closing Date by and between the Reporting Person and the Issuer.* 99.4 Standstill Agreement dated as of the Closing Date by and among the Issuer and the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II and Glenn W. Schaeffer.* 99.5 Registration Rights Agreement dated as of the Closing Date by and among the Issuer and the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony Korfman, William Ensign and Robert J. Verchota.* 99.6 Agreement Pursuant to Joint Venture Agreement dated as of the Closing Date by and among the Issuer and the Reporting Person, Glenn W. Schaeffer and William A. Richardson. (Incorporated by reference to Exhibit I to Exhibit 10(ee) to the Issuer's Annual Report on Form 10-K for the year ended January 31, 1995.) 99.7 Amendment No. 1 to Standstill Agreement, effective as of April 16, 1996, by and between, among others, the Issuer and the Reporting Person.* 99.8 Option Agreement, dated February 9, 1999, between the Issuer and the Reporting Person. 99.9 Option Agreement, dated March 1, 2001, between the Issuer and the Reporting Person. 99.10 Option Agreement, dated October 2, 2001, between the Issuer and the Reporting Person. ______________________ *Previously filed with this Schedule 13D SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: December 11, 2001 /s/ Michael S. Ensign --------------------- Michael S. Ensign -7- EXHIBIT LIST 99.1 Agreement and Plan of Merger dated as of March 19, 1995 by and among the Issuer and M.S.E. Investments, Incorporated, Last Chance Investments Incorporated, Goldstrike Investments Incorporated, Diamond Gold Inc., Gold Strike Aviation Incorporated, Goldstrike Finance Company, Inc., Oasis Development Company, Inc., the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II and Robert J. Verchota. (Incorporated by reference to Exhibit 10(ee) to the Issuer's Annual Report on Form 10-K for the year ended January 31, 1995.) 99.2 First Amendment to the Agreement and Plan of Merger dated May 30, 1995 by and among the Issuer and M.S.E. Investments, Incorporated, Last Chance Investments, Incorporated, Goldstrike Investments, Incorporated, Diamond Gold, Inc., Gold Strike Aviation, Incorporated Goldstrike Finance Company, Inc., Oasis Development Company, Inc., the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II and Robert J. Verchota.* 99.3 Employment Agreement dated as of the Closing Date by and between the Reporting Person and the Issuer.* 99.4 Standstill Agreement dated as of the Closing Date by and among the Issuer and the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II and Glenn W. Schaeffer.* 99.5 Registration Rights Agreement dated as of the Closing Date by and among the Issuer and the Reporting Person, William A. Richardson, David R. Belding, Peter A. Simon II, Glenn W. Schaeffer, Gregg H. Solomon, Antonio C. Alamo, Anthony Korfman, William Ensign and Robert J. Verchota.* 99.6 Agreement Pursuant to Joint Venture Agreement dated as of the Closing Date by and among the Issuer and the Reporting Person, Glenn W. Schaeffer and William A. Richardson. (Incorporated by reference to Exhibit I to Exhibit 10(ee) to the Issuer's Annual Report on Form 10-K for the year ended January 31, 1995.) 99.7 Amendment No. 1 to Standstill Agreement, effective as of April 16, 1996, by and between, among others, the Issuer and the Reporting Person.* 99.8 Option Agreement, dated February 9, 1999, between the Issuer and the Reporting Person. 99.9 Option Agreement, dated March 1, 2001, between the Issuer and the Reporting Person. 99.10 Option Agreement, dated October 2, 2001, between the Issuer and the Reporting Person. ______________________ *Previously filed with this Schedule 13D -8- EX-99.8 3 dex998.txt OPTION AGREEMENT 2/9/1999 Exhibit 99.8 ------------ THIS CERTIFICATE AND AGREEMENT IS INTENDED TO PRESENT ONLY A SUMMARY OF THE CORPORATION'S 1993 STOCK OPTION PLAN (THE "PLAN") AND THE TERMS APPLICABLE TO THE STOCK OPTION EVIDENCED HEREBY. TO THE EXTENT THAT THERE IS ANY CONFLICT BETWEEN THE TERMS HEREOF AND THOSE OF THE PLAN, THE TERMS OF THE PLAN SHALL CONTROL. No. R2999-9 Option to Purchase Date of Grant 2/9/99 1,000,000 Shares MANDALAY RESORT GROUP Non-Qualified Stock Option Certificate and Agreement ---------------------------------------------------- THIS IS TO CERTIFY THAT, pursuant to paragraph 3.1 of the 1993 Stock Option Plan (the "Plan") of MANDALAY RESORT GROUP (the "Corporation"), Michael S. Ensign (the "Optionee") is granted, subject to the terms and conditions of the Plan and subject to the terms and conditions of this Certificate and Agreement (the "Certificate"), and as of the date of grant set forth above (the "Date of Grant"), the right and option to purchase from the Corporation at the per share price or prices set forth below, payable in the manner specified in paragraph 1(b) hereof, a total of 1,000,000 shares of the Common Stock of the Corporation (the "Stock"), such option to be exercisable according to the following schedule: Per Share Exercise Number of Shares Price Exercise Period ---------------- --------- --------------- 333,333 $13.00 2/9/00 through 2/9/09 333,333 $13.00 2/9/01 through 2/9/09 333,334 $13.00 2/9/02 through 2/9/09 The option evidenced by this Certificate (the "Option") is intended to be a non-statutory option not constituting an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). 1. Additional Terms and Conditions. The Option is subject to the ------------------------------- following additional terms and conditions: (a) Time and Manner of Exercise. Except as otherwise provided in this --------------------------- paragraph 1(a), the Option, to the extent the same is exercisable in accordance with the foregoing schedule, is exercisable in whole or in part at any time or from time to time until the expiration or termination of its term in accordance with paragraph 1(c) hereof (or the expiration of the applicable exercise period(s) specified in the foregoing schedule, if earlier than the Option termination date) by giving written notice, signed by the Optionee, to the Corporation (to the attention of the Corporation's Corporate Secretary) stating the number of shares of Stock with respect to which the Option is being exercised, accompanied by payment in full of the Option's exercise price for the number of shares of Stock to be purchased. The date both such notice and payment are received by the office of the Secretary of the Corporation shall be the date of exercise of the Option as to such number of shares. Notwithstanding any provision to the contrary, (i) at no time may the Option be exercised for less than one hundred (100) shares of Stock unless the number of shares to be acquired by exercise of the Option is the total number then purchaseable under the Option, and (ii) the Option may not at any time be exercised with respect to a fractional share. (b) Payment of Exercise Price. The exercise price for the Option, ------------------------- and any amount required to be withheld as provided in paragraph 1(f) hereof, may be paid: (i) In the United States dollars in cash, or by check, bank draft, or money order payable in United States dollars to the order of the Corporation; or (ii) By delivery by the Optionee to the Corporation of whole shares of Stock having an aggregate Fair Market Value (as defined in paragraph 2.1 of the Plan) on the date of payment equal to the aggregate of the exercise price of the Stock as to which the Option is then being exercised or by the withholding of whole shares of Stock having such Fair Market Value upon the exercise of the Option; or (iii) By a combination of both (i) and (ii) above. The Committee (as defined in paragraph 2.1 of the Plan) may, in its discretion, impose limitations, conditions and prohibitions on the use by the Optionee of Stock to pay the exercise price for the Option. If the Fair Market Value of the number of whole shares of Stock transferred or the number of whole shares of Stock withheld (in either case, determined as of the date of exercise) is less than the total exercise price, the shortfall must be paid in cash. (c) Term of the Option. The Option shall expire on February 9, 2009, but ------------------ shall be subject to earlier termination as follows: (i) In the event the Optionee's employment by, or relationship with, the Corporation shall terminate for any reason other than those reasons specified in subparagraphs (ii), (iii), (iv) or (v) hereof while the Optionee holds the Option, then all rights of any kind under the Option which shall not have previously lapsed or terminated shall expire immediately. (ii) If the Optionee's employment by, or relationship with the Corporation or its Subsidiaries (as defined in paragraph 2.1 of the Plan) shall terminate as a result of the Optionee's total disability (as defined in paragraph 3.7(b) of the Plan), the Option (which has not previously lapsed or terminated) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of such termination) and shall remain so exercisable by the Optionee for a period of six months after termination unless the Option expires earlier by its terms. (iii) In the event of the death of the Optionee, the Option (which has not previously lapsed or terminated) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of death) by the executor or administrator of the Optionee's estate or by the person or persons to whom the deceased Optionee's rights thereunder shall have passed by will or by the laws of descent or distribution, and shall remain so exercisable for a period of six months after the Optionee's death unless the Option expires earlier by its terms. (iv) If the Optionee's employment by the Corporation shall terminate by reason of the Optionee's retirement in accordance with Corporation policies, the Option (which has not previously lapsed or terminated) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of such termination) and shall remain so exercisable by the Optionee for a period of three months after termination, unless the Option expires earlier by its terms. (v) In the event the Corporation terminates the employment of the Optionee who at the time of such termination was an officer of the Corporation and had been continuously employed by the Corporation during the five year period immediately preceding such termination, for any reason except "good cause" (as defined in paragraph 3.7(e) of the Plan) and except upon the Optionee's death, total disability or retirement in accordance with Corporation policies, the Option (which has not previously lapsed or terminated and which has been held by the Optionee for more than six months prior to such termination) shall immediately become fully exercisable as to the total number of shares of Stock subject thereto (whether or not exercisable to that extent at the time of such termination) and shall remain so exercisable for a period of three months after such termination unless the Option expires earlier by its terms. (d) Restrictions on Transferability. The Option shall not be transferable ------------------------------- except by will or the laws of descent and distribution, and shall not be exercisable during the Optionee's lifetime by any person other than the Optionee or his guardian or legal representative. (e) Limitation of Rights. Neither the Optionee nor the Optionee's -------------------- successor or successors in interest shall have any rights as a stockholder of the Corporation with respect to any shares of Stock subject to the Option until the date of issuance of a stock certificate for such shares of Stock. (f) Tax Withholding. The Committee shall be entitled, in accordance --------------- with the provisions of paragraph 4.3 of the Plan, to withhold, or require the Optionee to remit to the Corporation, an amount sufficient to satisfy any withholding or other tax due with respect to any shares of Stock issuable pursuant to the Option. (g) Limitation as to Employment. Neither the Plan, nor the granting --------------------------- of the Option, nor any other action taken pursuant to the Plan shall constitute or be evidence of any agreement or understanding, express or implied, that the Optionee has a right to continue as an employee of the Corporation or any "Subsidiary" as defined in the Plan for any period of time or at any particular rate of compensation. (h) Capital Adjustments. In the event of changes to the outstanding ------------------- shares of Stock of the Corporation through reorganization, merger, consolidation, recapitalization, reclassification, stock split-up, stock dividend, stock consolidation or otherwise, or in the event of a sale of all or substantially all of the assets of the Corporation, an appropriate and proportionate adjustment shall be made in the number and kind of shares and/or the exercise price per share of the Option (or any unexercised portion thereof). Notwithstanding the foregoing, in the case of a reorganization, merger or consolidation, or sale of all or substantially all of the assets of the Corporation, in lieu of adjustments as aforesaid, the Committee may in its discretion accelerate the date after which the Option may or may not be exercised or the stated expiration date thereof. Adjustments or changes under paragraph 4.1 of the Plan shall be made by the Committee, whose determination as to what adjustments or changes shall be made, and the extent thereof, shall be final, binding and conclusive. (i) No Obligation to Exercise Option. The Optionee shall be -------------------------------- under no obligation to exercise the Option in whole or in part. 2. Authority of the Committee. The Committee shall have full authority to -------------------------- interpret the terms of the Plan and this Certificate. The decision of the Committee on any such matter of interpretation or construction shall be final, binding and conclusive. 3. Investment Representation. Upon the exercise of all or any part of the ------------------------- Option, the Committee may require the Optionee to furnish to the Corporation an agreement (in such form as the Committee may specify) in which the Optionee shall represent that the shares of Stock to be acquired by exercise of the Option are to be acquired for the Optionee's own account for investment and not with a view to the sale or distribution thereof. 4. Optionee Bound by the Plan, etc. The Optionee hereby acknowledges ------------------------------- receipt of a copy of the Plan, agrees to be bound by all the terms and provisions thereof, and understands that in the event of any conflict between the terms of the Plan and of this Certificate, the terms of the Plan shall control. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the Chairman of the Board this 27th day of November, 2001. MANDALAY RESORT GROUP By: /s/ Michael S. Ensign --------------------------------- Chairman of the Board The Optionee agrees to hold the Option subject to the terms and conditions set forth in this Certificate. /s/ Michael S. Ensign ------------------------------------- Signature of Optionee EX-99.9 4 dex999.txt OPTION AGREEMENT 3/1/2001 Exhibit 99.9 ------------ THIS CERTIFICATE AND AGREEMENT IS INTENDED TO PRESENT ONLY A SUMMARY OF THE CORPORATION'S 2000 STOCK INCENTIVE PLAN. TO THE EXTENT THAT THERE IS ANY CONFLICT BETWEEN THE TERMS HEREOF AND THOSE OF THE PLAN, THE TERMS OF THE PLAN SHALL CONTROL. No. 1306 Option to Purchase Date Granted 3/1/01 1,000,000 Shares MANDALAY RESORT GROUP Non-Qualified Stock Option Certificate and Agreement THIS IS TO CERTIFY THAT, pursuant to the provisions of the 2000 Stock Incentive Plan (the "Plan"), MANDALAY RESORT GROUP (the "Corporation"), hereby grants to Michael S. Ensign (the "Optionee"), subject to the terms and conditions of the Plan and subject to the terms and conditions of this Certificate and Agreement (the "Certificate"), the right and option to purchase from the Corporation for $20.20 per share, payable in the manner specified in paragraph 1(b)(ii) below, a total of 1, 000,000 shares of the Common Stock of the Corporation (the "Stock"), such option to be exercisable as provided in this Certificate. The option evidenced by this Certificate (the "Option") is not intended to be an "incentive stock option" (as that term is defined in the Internal Revenue Code of 1986, as amended). 1. Terms and Conditions. The Option is subject to the following terms and -------------------- conditions: (a) Exercise Period. The Option shall be exercisable as follows: --------------- Number of Shares Exercise Period ---------------- --------------- 333,333 3/1/02 through 3/1/11 333,333 3/1/03 through 3/1/11 333,334 3/1/04 through 3/1/11 The period beginning on the date the Option first becomes exercisable with respect to any shares to and including the last date to which the Option is exercisable with respect to any shares (as described above) is herein referred to as the "Exercise Period." (b) Exercise of Option. (i) Notice: The Option may be exercised during ------------------ ------ the Exercise Period by presenting this Certificate with written notice to the Corporation specifying the number of shares as to which the Option is being exercised and payment of the purchase price at the office of the Corporation. The notice shall be delivered in person or sent by registered or certified mail, return receipt requested, to the executive offices of the Corporation at 3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119, Attention: Secretary. The exercise date shall be the date on which the Optionee's notice given in accordance with Section 3.5 of the Plan (including payment of the full purchase price) is received by the Corporation. (ii) Payment of Purchase Price: The purchase price shall be paid in ------------------------- United States Dollars (in cash or check, bank draft, or money order payable to the order of the Corporation). In its discretion, the Committee which administers the Plan (the "Committee") may, at the time of exercise, permit the Optionee to pay all or any part of the purchase price through the delivery of shares of Stock already owned by the Optionee or by the withholding of shares otherwise issuable pursuant to the Option. (iii) Minimum Number of Shares: At no time may the Option be ------------------------ exercised for less than one hundred (100) shares of Stock unless the number of shares to be acquired by exercise of the Option is the total number then purchasable under the Option. (iv) Exercise During Lifetime; Transferability: The Option is ----------------------------------------- exercisable during the lifetime of the Optionee only by such person. The Option is not transferable by the Optionee otherwise than by will or by the laws of descent and distribution. (v) Termination of Employment: ------------------------- (A) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate for any reason other than those specified in (B), (C), (D), (E), or (F), below, the Option may he exercised at any time within three (3) months after such termination, but not thereafter, to the extent that the Optionee's right to exercise the Option had accrued in accordance with the terms of this Certificate and the Plan on or before the date of termination and had not been exercised previously; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (B) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate by reason of the Optionee's "total disability" (as defined in the Plan), the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of such termination) at any time within six (6) months after such termination, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (C) In the event of the Optionee's death, the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of death) by the executor or administrator of the Optionee's estate or by the person or persons to whom the Optionee's rights under the Option have passed by will or by the laws of descent or distribution at any time within six (6) months after the Optionee's death, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (D) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate by reason of the Optionee's retirement in accordance with the Corporation's policies, the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of such termination) at any time within six (6) months after such termination, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (E) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate under circumstances to which Section 3.7(e) of the Plan is applicable, the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of such termination) at any time within six (6) months after such termination, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (F) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate under circumstances to which Section 3.7(f) of the Plan is applicable, then the Option shall immediately terminate, and become void to the extent it then remains unexercised. (c) Adjustments. In accordance with the terms of Section 5.1 of the ----------- Plan, the number and kind of shares of Stock subject to this Option and the purchase price per share shall be appropriately adjusted in the event of any change in the number of outstanding shares of Stock resulting from certain events such as a stock split, stock dividend, recapitalization, reorganization, merger, consolidation, split-up and similar changes. (d) Rights as Stockholder. The Optionee shall have no rights as a --------------------- stockholder in the Corporation with respect to any shares of Stock subject to this Option prior to the date of issuance to the Optionee of a certificate or certificates for such shares of Stock. (e) Modification, Extension, and Renewal of the Option. Subject to -------------------------------------------------- the terms and conditions and within the limitations of the Plan, the Committee may modify, extend, or renew the Option or accept its surrender by the Optionee. (f) No Obligation to Exercise Option. The Optionee shall be under -------------------------------- no obligation to exercise the Option in whole or in part. (g) No Employment Agreement. This Certificate shall not be deemed ----------------------- to confer upon the Optionee any right with respect to continuance of employment by the Corporation or any Affiliate (as defined in the Plan) thereof or any other service relationship between the Corporation or any such Affiliate and the Optionee, nor shall it be deemed to limit in any way the right of the Corporation or any Affiliate (as defined in the Plan) to terminate the Optionee's employment or any other service relationship between the Corporation or any such Affiliate and the Optionee at any time. 2. Authority of Committee. The Committee shall have full authority to ---------------------- interpret the terms of the Plan and of this Certificate. The decision of the Committee on any such matter of interpretation shall be final and binding. 3. Investment Representation. Upon the exercise of all or any part of the ------------------------- Option, the Committee may require the Optionee to furnish to the Corporation an agreement (in such form as the Committee may specify) in which the Optionee shall represent that the shares of Stock to be acquired by exercise of the Option are to be acquired for investment and not with a view to the sole or distribution thereof. 4. Optionee Bound by the Plan, Etc. The Optionee hereby acknowledges ------------------------------- receipt of a copy of the Plan, agrees to be bound by all the terms and provisions thereof, and understands that in the event of any conflict between the terms of the Plan and of this Certificate, the terms of the Plan shall control. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the appropriate officer this 2nd day of April, 2001 MANDALAY RESORT GROUP By /s/ Michael S. Ensign ------------------------- The Optionee agrees to hold the Option subject to the terms and conditions set forth in this Certificate. /s/ Michael S. Ensign ------------------------- Signature of Optionee EX-99.10 5 dex9910.txt OPTION AGREEMENT 10/2/2001 Exhibit 99.10 ------------- THIS CERTIFICATE AND AGREEMENT IS INTENDED TO PRESENT ONLY A SUMMARY OF THE CORPORATION'S 2000 STOCK INCENTIVE PLAN. TO THE EXTENT THAT THERE IS ANY CONFLICT BETWEEN THE TERMS HEREOF AND THOSE OF THE PLAN, THE TERMS OF THE PLAN SHALL CONTROL. No. 001444 Option to Purchase Date Granted 10/2/01 400,000 Shares MANDALAY RESORT GROUP Non-Qualified Stock Option Certificate and Agreement THIS IS TO CERTIFY THAT, pursuant to the provisions of the 2000 Stock Incentive Plan (the "Plan"), MANDALAY RESORT GROUP (the "Corporation"), hereby grants to Michael S. Ensign (the "Optionee"), subject to the terms and conditions of the Plan and subject to the terms and conditions of this Certificate and Agreement (the "Certificate"), the right and option to purchase from the Corporation for $17.25 per share, payable in the manner specified in paragraph 1(b)(ii) below, a total of 400,000 shares of the Common Stock of the Corporation (the "Stock"), such option to be exercisable as provided in this Certificate. The option evidenced by this Certificate (the "Option") is not intended to be an "incentive stock option" (as that term is defined in the Internal Revenue Code of 1986, as amended). 1. Terms and Conditions. The Option is subject to the following terms and -------------------- conditions: (a) Exercise Period. The Option shall be exercisable as follows: --------------- Number of Shares Exercise Period ---------------- --------------- 400,000 10/2/02 through 10/1/11 The period beginning on the date the Option first becomes exercisable with respect to any shares to and including the last date to which the Option is exercisable with respect to any shares (as described above) is herein referred to as the "Exercise Period." (b) Exercise of Option. (i) Notice: The Option may be exercised during ------------------ ------ the Exercise Period by presenting this Certificate with written notice to the Corporation specifying the number of shares as to which the Option is being exercised and payment of the purchase price at the office of the Corporation. The notice shall be delivered in person or sent by registered or certified mail, return receipt requested, to the executive offices of the Corporation at 3950 Las Vegas Boulevard South, Las Vegas, Nevada 89119, Attention: Secretary. The exercise date shall be the date on which the Optionee's notice given in accordance with Section 3.5 of the Plan (including payment of the full purchase price) is received by the Corporation. (ii) Payment of Purchase Price: The purchase price shall be paid in ------------------------- United States Dollars (in cash or check, bank draft, or money order payable to the order of the Corporation). In its discretion, the Committee which administers the Plan (the "Committee") may, at the time of exercise, permit the Optionee to pay all or any part of the purchase price through the delivery of shares of Stock already owned by the Optionee or by the withholding of shares otherwise issuable pursuant to the Option. (iii) Minimum Number of Shares: At no time may the Option be exercised ------------------------ for less than one hundred (100) shares of Stock unless the number of shares to be acquired by exercise of the Option is the total number then purchasable under the Option. (iv) Exercise During Lifetime; Transferability: The Option is exercisable ----------------------------------------- during the lifetime of the Optionee only by such person. The Option is not transferable by the Optionee otherwise than by will or by the laws of descent and distribution. (v) Termination of Employment: ------------------------- (A) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate for any reason other than those specified in (B), (C), (D), (E), or (F), below, the Option may he exercised at any time within three (3) months after such termination, but not thereafter, to the extent that the Optionee's right to exercise the Option had accrued in accordance with the terms of this Certificate and the Plan on or before the date of termination and had not been exercised previously; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (B) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate by reason of the Optionee's "total disability" (as defined in the Plan), the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of such termination) at any time within six (6) months after such termination, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (C) In the event of the Optionee's death, the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of death) by the executor or administrator of the Optionee's estate or by the person or persons to whom the Optionee's rights under the Option have passed by will or by the laws of descent or distribution at any time within six (6) months after the Optionee's death, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (D) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate by reason of the Optionee's retirement in accordance with the Corporation's policies, the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of such termination) at any time within six (6) months after such termination, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (E) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate under circumstances to which Section 3.7(e) of the Plan is applicable, the Option shall be fully exercisable as to the total number of shares subject hereto (whether or not exercisable to that extent at the time of such termination) at any time within six (6) months after such termination, but not thereafter; provided, however, that in no event shall the Option be exercisable at any time after the Exercise Period. (F) If the employment or other service relationship of the Optionee with the Corporation or an Affiliate (as defined in the Plan) shall terminate under circumstances to which Section 3.7(f) of the Plan is applicable, then the Option shall immediately terminate, and become void to the extent it then remains unexercised. (c) Adjustments. In accordance with the terms of Section 5.1 of the ----------- Plan, the number and kind of shares of Stock subject to this Option and the purchase price per share shall be appropriately adjusted in the event of any change in the number of outstanding shares of Stock resulting from certain events such as a stock split, stock dividend, recapitalization, reorganization, merger, consolidation, split-up and similar changes. (d) Rights as Stockholder. The Optionee shall have no rights as a --------------------- stockholder in the Corporation with respect to any shares of Stock subject to this Option prior to the date of issuance to the Optionee of a certificate or certificates for such shares of Stock. (e) Modification, Extension, and Renewal of the Option. Subject to the -------------------------------------------------- terms and conditions and within the limitations of the Plan, the Committee may modify, extend, or renew the Option or accept its surrender by the Optionee. (f) No Obligation to Exercise Option. The Optionee shall be under no -------------------------------- obligation to exercise the Option in whole or in part. (g) No Employment Agreement. This Certificate shall not be deemed to ----------------------- confer upon the Optionee any right with respect to continuance of employment by the Corporation or any Affiliate (as defined in the Plan) thereof or any other service relationship between the Corporation or any such Affiliate and the Optionee, nor shall it be deemed to limit in any way the right of the Corporation or any Affiliate (as defined in the Plan) to terminate the Optionee's employment or any other service relationship between the Corporation or any such Affiliate and the Optionee at any time. 2. Authority of Committee. The Committee shall have full authority to ---------------------- interpret the terms of the Plan and of this Certificate. The decision of the Committee on any such matter of interpretation shall be final and binding. 3. Investment Representation. Upon the exercise of all or any part of the ------------------------- Option, the Committee may require the Optionee to furnish to the Corporation an agreement (in such form as the Committee may specify) in which the Optionee shall represent that the shares of Stock to be acquired by exercise of the Option are to be acquired for investment and not with a view to the sole or distribution thereof. 4. Optionee Bound by the Plan, Etc. The Optionee hereby acknowledges receipt ------------------------------- of a copy of the Plan, agrees to be bound by all the terms and provisions thereof, and understands that in the event of any conflict between the terms of the Plan and of this Certificate, the terms of the Plan shall control. IN WITNESS WHEREOF, the Corporation has caused this Certificate to be executed by the appropriate officer this 2nd day of November, 2001 MANDALAY RESORT GROUP By /s/ Michael S. Ensign ----------------------------- The Optionee agrees to hold the Option subject to the terms and conditions set forth in this Certificate. /s/ Michael S. Ensign -------------------------------- Signature of Optionee -----END PRIVACY-ENHANCED MESSAGE-----