exv10w34xcy



 








Exhibit 10.34(c)




GameTech International, Inc.

1997 Incentive Stock Plan

Stock Option Agreement




     Unless otherwise defined herein, the terms defined in the 1997 Incentive Stock Plan (the
“Plan”) shall have the same defined meanings in this Stock Option Agreement (this “Option
Agreement”).



I. NOTICE OF STOCK OPTION GRANT




	 	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 

	 	 
	Address:
	 	 	 	 
	 

	 	 

	 	 






     The undersigned Optionee has been granted an Option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as follows:



	 	 	 	 	 
	Date of Grant:
	 	 	 	 
	 

	 	 

	 	 
	Vesting Commencement Date:
	 	 	 	 
	 

	 	 

	 	 
	Exercise Price per Share:

	 	$
 

	 	 
	 
	 	 	 	 
	Total Number of Shares Granted:
	 	 	 	 
	 

	 	 

	 	 
	Total Exercise Price:

	 	$
 

	 	 
	 
	 	 	 	 
	Type of Option:
	 	 	 	 
	 

	 	                         Incentive Stock Option	 	 
	 
	 	 	 	 
	 

	 	                         Nonstatutory Stock Option	 	 






     Expiration Date: As provided in Section 3 of this Option Agreement.




Vesting Schedule: This Option shall be vested according to the following
vesting schedule:




25% of the Shares subject to the Option shall vest on the each of the
first four anniversaries of the Vesting Commencement Date so that the
Option is fully vested on the fourth anniversary of the Vesting
Commencement Date, subject to Optionee’s Continuous Service on such
dates. In addition, this Option shall be subject to vesting acceleration
in the event of certain terminations of employment in connection with a
Change in Control pursuant to Section 2(c) of the Option Agreement.




Exercise Schedule: To the extent vested, this Option shall be exercisable
during its term as provided in Section 3 of this Option Agreement.



 









 





II. AGREEMENT




     1. Grant of Option.
The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Stock Option Grant (the “Optionee”), an option (the “Option”) to
purchase the number of Shares set forth in the Notice of Stock Option Grant, at the exercise price
per Share set forth in the Notice of Stock Option Grant (the “Exercise Price”), and subject to the
terms and conditions of the Plan, which is incorporated herein by reference. Subject to Section
10(e) of the Plan, in the event of a conflict between the terms and conditions of the Plan and this
Option Agreement, the terms and conditions of the Plan shall prevail. This Option shall be treated
as a Nonstatutory Stock Option, which does not qualify as an “incentive stock option” under Section
422 of the Code.



     2. Exercise of Option.



          (a) Right to Exercise.
This Option shall be exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Stock Option Grant and with the applicable
provisions of the Plan and this Option Agreement.




          (b) Method of Exercise.
This Option shall be exercisable by delivery of an exercise
notice in the form attached as Exhibit A (the “Exercise Notice”) which shall state the
election to exercise the Option, the number of Shares with respect to which the Option is being
exercised, and such other representations and agreements as may be required by the Company.




     No Shares shall be issued pursuant to the exercise of an Option unless such issuance and such
exercise comply with Applicable Laws. Assuming such compliance, for income tax purposes the Shares
shall be considered transferred to the Optionee on the date on which the Option is exercised with
respect to such Shares.



     The Option shall be deemed exercised when the Company receives (i) written or electronic
notice of exercise (in accordance with this Option Agreement) from the Optionee (or other person
entitled to exercise the Option), and (ii) full payment for the Shares with respect to which the
Option is exercised, and (iii) any other documents required by this Option Agreement or the
Exercise Notice. Full payment may consist of any consideration and method of payment permitted by
this Option Agreement. Shares issued upon exercise of an Option shall be issued in the name of the
Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse.
Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or
of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any
other rights as a stockholder shall exist with respect to the Shares, notwithstanding the exercise
of the Option. The Company shall issue (or cause to be issued) such Shares promptly after the
Option is exercised. No adjustment will be made for a dividend or other right for which the record
date is prior to the date the Shares are issued, except as provided in Section 10(c) of the Plan.



     Exercise of this Option in any manner shall result in a decrease in the number of Shares
thereafter available for sale under the Option, by the number of Shares as to which the Option is
exercised.



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          (c) Vesting Acceleration. If, within the period of time beginning two (2) months
prior and ending twelve (12) months after the consummation of a Change in Control transaction,
Optionee’s employment with the Company terminates either as a result of (i) an involuntary
termination by the Company other than for Cause (as defined in the Plan) or (ii) a voluntary
termination by Optionee for Good Reason (as defined in the Plan), then this Option shall become
vested and exercisable as to one hundred percent (100%) of the unexercised outstanding Shares
subject to the Option.




     3. Term.
Optionee may not exercise the Option before the commencement of its term or
after its term expires. During the term of the Option, Optionee may only exercise the Option to
the extent vested. The term of the Option commences on the Date of Grant and expires upon the
earliest of the following:



          (a) With respect to the unvested portion of the Option, upon termination of Optionee’s
Continuous Service;




          (b) With respect to the vested portion of the Option, sixty (60) days after the termination of
Optionee’s Continuous Service for any reason other than Optionee’s Disability, death or termination
for Cause;




          (c) With respect to the vested portion of the Option, immediately upon the termination of
Optionee’s Continuous Service for Cause;




          (d) With respect to the vested portion of the Option, twelve (12) months after the termination
of Optionee’s Continuous Service due to Optionee’s Disability or death;




          (e) Immediately prior to the close of certain Corporate Transactions, pursuant to Section 9(b)
of the Plan; and




          (f) The day before the tenth (10th) anniversary of the Date of Grant.




     4. Method of Payment.
Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:



          (a) cash or check;




          (b) in the discretion of the Company, determined at the time of exercise, consideration
received by the Company under a formal broker-assisted stock option exercise program adopted by the
Company in connection with the Plan, if any;




          (c) in the discretion of the Company, determined at the time of exercise, surrender of other
Shares which, (i) in the case of Shares acquired from the Company, either directly or indirectly,
have been owned by the Optionee for such length of time on the date of surrender as required under
the financial accounting rules to a void a compensation expense, and (ii) have a Fair Market Value
on the date of surrender equal to the aggregate Exercise Price of the Exercised Shares; or




          (d) any combination of the foregoing methods.




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     5. Optionee’s Representations.
In the event the Shares have not been registered under
the Securities Act of 1933, as amended (the “Securities Act”), at the time this Option is
exercised, the Optionee shall, if required by the Company, concurrently with the exercise of all or
any portion of this Option, deliver to the Company an investment representation statement in a form
satisfactory to the Company.



     6. Lock-Up Period.
Optionee hereby agrees that Optionee shall not offer, pledge,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any Common Stock (or other securities) of the Company or enter into any
swap, hedging or other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of any Common Stock (or other securities) of the Company held by
Optionee (other than those included in the registration) for a period specified by the
representative of the underwriters of Common Stock (or other securities) of the Company not to
exceed ninety (90) days following the effective date of any registration statement of the Company
filed under the Securities Act.



     Optionee agrees to execute and deliver such other agreements as may be reasonably requested by
the Company or the underwriter which are consistent with the foregoing or which are necessary to
give further effect thereto. In addition, if requested by the Company or the representative of the
underwriters of Common Stock (or other securities) of the Company, Optionee shall provide, within
ten (10) days of such request, such information as may be required by the Company or such
representative in connection with the completion of any public offering of the Company’s securities
pursuant to a registration statement filed under the Securities Act. The obligations described in
this Section shall not apply to a registration relating solely to employee benefit plans on Form
S-1 or Form S-8 or similar forms that may be promulgated in the future, or a registration relating
solely to a Commission Rule 145 transaction on Form S-4 or similar forms that may be promulgated in
the future. The Company may impose stop-transfer instructions with respect to the shares of Common
Stock (or other securities) subject to the foregoing restriction until the end of said one hundred
eighty (180) day period.
Optionee agrees that any transferee of the Option or shares acquired pursuant to the Option
shall be bound by this Section.



     7. Restrictions on Exercise.
This Option may not be exercised until such time as the
Plan has been approved by the stockholders of the Company, or if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would constitute a
violation of any Applicable Law.



     8. Non-Transferability of Option.
Unless otherwise expressly permitted by the Plan
Administrator in writing, this Option may not be transferred in any manner otherwise than by will
or by the laws of descent or distribution and may be exercised during the lifetime of Optionee only
by Optionee. The terms of the Plan and this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.



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     9. Withholding Tax Obligations.
Optionee agrees to make appropriate arrangements with
the Company (or the Parent or Subsidiary employing or retaining Optionee) for the satisfaction of
all Federal, state, local and foreign income and employment tax withholding requirements applicable
to the Option exercise. Optionee acknowledges and agrees that the Company may refuse to honor the
exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of
exercise.



     10. Entire Agreement; Governing Law.
The Plan is incorporated herein by reference.
The Plan and this Option Agreement constitute the entire agreement of the parties with respect to
the subject matter hereof and supersede in their entirety all prior undertakings and agreements of
the Company and Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee’s interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by the internal substantive laws but not the choice of law
rules of Nevada.



     11. No Guarantee of Continued Service.
OPTIONEE ACKNOWLEDGES AND AGREES THAT THE
VESTING OF SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE
PROVIDER AT THE WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS OPTION
OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE IN ANY WAY WITH OPTIONEE’S RIGHT OR THE
COMPANY’S RIGHT TO TERMINATE OPTIONEE’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.



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     Optionee acknowledges receipt of a copy of the Plan and represents that he or she is familiar
with the terms and provisions thereof, and hereby accepts this Option subject to all of the terms
and provisions thereof. Optionee has reviewed the Plan and this Option in their entirety, has had
an opportunity to obtain the advice of counsel prior to executing this Option and fully understands
all provisions of the Option. Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Administrator upon any questions arising under the Plan or
this Option. Optionee further agrees to notify the Company upon any change in the residence
address indicated below.



	 	 	 
	Optionee

	 	GameTech International, Inc.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Title
	 
	 	 
	 


	 	 
	 

Residence Address

	 	 






Signature
Page of

Stock Option Agreement




 









 








EXHIBIT A




GameTech International, Inc.

1997 Incentive Stock Plan

Exercise Notice




GameTech International, Inc.

900 Sandhill Road

Reno, Nevada 89521




     Attention:



     1. Exercise
of Option. Effective as of today,                     , ___, the undersigned
(“Optionee”) hereby elects to exercise
Optionee’s option to purchase
                     shares of the Common
Stock (the “Shares”) of GameTech International, Inc. (the “Company”) under and pursuant to the 1997
Incentive Stock Plan (the “Plan”) and the
Stock Option Agreement dated
                    , ___ (the
“Option Agreement”).



     2. Delivery of Payment. Optionee herewith delivers to the Company the full purchase
price of the Shares, as set forth in the Option Agreement, and any and all withholding taxes due in
connection with the exercise of the Option.



     3. Representations of Optionee. Optionee acknowledges that Optionee has received,
read and understood the Plan and the Option Agreement and agrees to abide by and be bound by their
terms and conditions.



     4. Rights as Stockholder. Until the issuance of the Shares (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer agent of the
Company), no right to vote or receive dividends or any other rights as a stockholder shall exist
with respect to the Shares, notwithstanding the exercise of the Option. The Shares shall be issued
to the Optionee as soon as practicable after the Option is exercised in accordance with the Option
Agreement. No adjustment shall be made for a dividend or other right for which the record date is
prior to the date of issuance except as provided in Section 10(c) of the Plan.



     5. Tax Consultation. Optionee understands that Optionee may suffer adverse tax
consequences as a result of Optionee’s purchase or disposition of the Shares. Optionee represents
that Optionee has
consulted with any tax consultants Optionee deems advisable in connection with the purchase or
disposition of the Shares and that Optionee is not relying on the Company for any tax advice.



     6. Interpretation. Any dispute regarding the interpretation of this Exercise Notice
shall be submitted by Optionee or by the Company forthwith to the Administrator which shall review
such dispute at its next regular meeting. The resolution of such a dispute by the Administrator
shall be final and binding on all parties.



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     7. Governing Law; Severability. This Exercise Notice is governed by the internal
substantive laws but not the choice of law rules, of Nevada. In the event that any provision
hereof becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or
void, this Option Agreement will continue in full force and effect.



     8. Entire Agreement. The Plan and Option Agreement are incorporated herein by
reference. This Exercise Notice, the Plan and the Option Agreement constitute the entire agreement
of the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and Optionee with respect to the subject matter hereof,
and may not be modified adversely to the Optionee’s interest except by means of a writing signed by
the Company and Optionee.



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     IN WITNESS WHEREOF, the undersigned have executed this Exercise Notice for the Option
Agreement on the respective dates set forth below.



	 	 	 
	Optionee

	 	GameTech International, Inc.
	 
	 	 
	 

	 	 
	Signature

	 	By
	 
	 	 
	 

	 	 
	Print Name

	 	Title
	 
	 	 
	 


	 	 
	 

Residence Address

	 	 
	 
	 	 
	 

Date

	 	 






Signature
Page of

Stock Option Exercise
Notice