MONARCH CASINO & RESORT, INC.
MAY 21, 2010
OFFER TO EXCHANGE
SPECIFIED STOCK OPTIONS FOR
NEW STOCK OPTIONS
This offer to exchange and your withdrawal rights will expire at
9:00 p.m., Pacific Time, on June 18, 2010, unless extended.
Monarch Casino & Resort, Inc., a Nevada corporation (“ us ,” “ we ,” “ Monarch ” or the “ Company
”), by this Offer to Exchange Specified Stock Options for New Stock Options, is hereby offering to our eligible
employees the opportunity to voluntarily exchange eligible stock options for a lesser amount of new stock options
with a lower exercise price (the “ Exchange Offer ”).
You are an “eligible employee” if you are:
· Employed on the date the Exchange Offer commences and remain employed through the
expiration date of the Exchange Offer; and
· Not a member of our board of directors, including our CEO and our President.
If you are an eligible employee and your stock options meet the following criteria, then they are “eligible
stock options” that you may elect to exchange in the Exchange Offer:
· The exercise price of your stock options is equal to or greater than $13.32, which approximates
the 52-week intraday high trading price of our common stock as reported by NASDAQ stock
exchange (measured from the commencement date of the Exchange Offer); and
· Your stock options were granted prior to May 20, 2009.
For purposes of the Exchange Offer, the term “stock option” generally refers to an option to purchase
one share of our common stock.
If you choose to participate in the Exchange Offer and surrender eligible stock options for exchange, and
if we accept your surrendered eligible stock options, you will receive new stock options that will have
substantially the same terms and conditions as the eligible stock options you surrendered, except that :
· You will receive fewer new stock options. The number of new stock options will be determi