MAGNA ENTERTAINMENT CORP. LONG-TERM INCENTIVE PLAN
1.1 PURPOSES. The purposes of the Long-Term Incentive Plan (the "PLAN") of Magna Entertainment Corp.
(the "COMPANY") are (i) to align the interests of the Company's stockholders and the recipients of awards
under this Plan by increasing the proprietary interest of such recipients in the Company's growth and success, (ii)
to advance the interests of the Company by attracting and retaining outside directors, officers, employees,
consultants, independent contractors and agents and (iii) to motivate such persons to act in the long-term best
interests of the Company and its stockholders.
1.2 CERTAIN DEFINITIONS.
"AGREEMENT" shall mean the written Stock Option Agreement evidencing an award hereunder between the
Company and the recipient of such award.
"BOARD" shall mean the Board of Directors of the Company.
"BONUS STOCK" shall mean shares of Common Stock which are not subject to a Restriction Period or
"BONUS STOCK AWARD" shall mean an award of Bonus Stock under this Plan.
"CAUSE" shall mean the willful and continued failure substantially to perform the duties assigned by the Company
(other than a failure resulting from the optionee's Disability), the willful engaging in conduct which is demonstrably
injurious to the Company or any Subsidiary, monetarily or otherwise, including conduct that, in the reasonable
judgment of the Company, no longer conforms to the standard of the Company's executives or employees, any
act of dishonesty, commission of a felony, or a significant violation of any statutory or common law duty of loyalty
to the Company.
"CODE" shall mean the Internal Revenue Code of 1986, as amended.
"COMMITTEE" shall mean the Corporate Governance, Human Resources and Compensation Committee of the
"COMMON STOCK" shall mean the Class A Subordinate Voting Stock of the Company.
"COMPANY" has the meaning specified in Section 1.1.
"DISABILITY" shall mean the inability