2003 STOCK OPTION PLAN
SILVERLEAF RESORTS, INC.
This 2003 Stock Option Plan (the "Plan") is established by Silverleaf Resorts, Inc. (the "Company"), a Texas
corporation, and adopted by the Company as of the 1st day of August, 2003.
SECTION 1.1 PURPOSE OF THE PLAN. The Company desires to afford certain of its directors, officers and
key employees and the directors, officers and key employees of any subsidiary corporation or parent corporation
of the Company who are responsible for the continued growth of the Company, an opportunity to acquire a
proprietary interest in the Company, and thus to create in such directors, officers and key employees an
increased interest in and a greater concern for the welfare of the Company. The Company, by means of the Plan,
seeks to retain the services of persons now holding key positions and to secure the services of persons capable
of filling such positions.
SECTION 1.2 SEPARATE INDUCEMENT. The stock options ("Options") offered pursuant to the Plan are a
matter of separate inducement and are not in lieu of any salary or other compensation for the services of any
director, officer or key employee.
SECTION 1.3 TYPES OF OPTIONS. The Options granted under the Plan are intended to be either incentive
stock options ("Incentive Options") within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"), or options that do not meet the requirements for Incentive Options ("Non-Qualified
Options"), but the Company makes no warranty as to the qualification of any Option as an Incentive Option.
SECTION 1.4 SHAREHOLDER APPROVAL. The Plan shall terminate if the shareholders of the Company
have not approved the Plan within twelve (12) months of the date the Plan was adopted by the Company.
AMOUNT OF STOCK SUBJECT TO THE PLAN
SECTION 2.1 AGGREGATE NUMBER OF SHARES. The total number of shares of common stock of the
Company which may be purchased pursuant to the exercise