exv10w34xdy



 




Exhibit 10.34(d)




GameTech International, Inc.

1997 Incentive Stock Plan

Stock Unit Award 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 Unit Award Agreement (this “Agreement”).



I. NOTICE OF STOCK UNIT GRANT




	 	 	 	 
	 	Name:
	 	 
	 	 

	 	 
	 	 
	 	 
	 	Address:
	 	 
	 	 

	 	 





     The undersigned Participant has been granted Stock Units which may entitle Participant to
receive Common Stock of the Company, subject to the terms and conditions of the Plan and this
Agreement, as follows:



	 	 	 	 
	 	Date of Grant:
	 	 
	 	 

	 	 
	 	 
	 	 
	 	Vesting Commencement Date:
	 	 
	 	 

	 	 
	 	 
	 	 
	 	Total Number of Shares Granted:
	 	 
	 	 

	 	 
	 	 
	 	 
	 	Expiration Date: As provided in Section 3(b) of this Agreement.
	 	 
	 	 
	 	Vesting Schedule: The Stock Units shall be vested in accordance with the
following vesting schedule:
	 	 
	 	 
	 	25% of the Stock Units shall vest on the each of the first four
anniversaries of the Vesting Commencement Date so that all of the Stock
Units are vested on the fourth anniversary of the Vesting Commencement
Date, subject to Participant’s Continuous Service on such dates. In
addition, the Stock Units shall be subject to vesting acceleration in the
event of certain terminations of employment in connection with a Change
in Control pursuant to Section 3(c) of the Agreement.

	 	 
	 	 
	 	Delivery Schedule:
	 	 
	 	 
	 	 
	 	The Shares to be delivered upon the vesting of the Stock Units shall be delivered
within sixty (60) days after the date of vesting of the Stock Units.







 









 





II. AGREEMENT




     The Plan Administrator hereby grants to the person (the “Participant”) named in the Notice of
Grant of Stock Unit Award (the “Notice of Grant”) a Stock Unit Award (the “Award”) pursuant to the
provisions of the Company’s 1997 Incentive Stock Plan (the “Plan”). The Award will entitle
Participant to receive Shares from the Company, if Participant meets the vesting requirements
described herein. Therefore, pursuant to the terms of the attached Notice of Grant and this Stock
Unit Award Agreement (the “Agreement”), the Company grants Participant the number of Stock Units
listed in the Notice of Grant.



     The details of the Award are as follows:



     1. Grant Pursuant to Plan. This Award is granted pursuant to the Plan, which is
incorporated herein for all purposes. The Participant hereby acknowledges receipt of a copy of the
Plan and agrees to be bound by all of the terms and conditions of this Agreement and of the Plan.
All capitalized terms in this Agreement shall have the meaning assigned to them in this Agreement,
or, if such term is not defined in this Agreement, such term shall have the meaning assigned to it
under the Plan.



     2. Stock Unit Award. The Company hereby grants to the Participant the Stock Units
listed in the Notice of Grant as of the grant date specified in the Notice of Grant (the “Grant
Date”). Such number of Stock Units may be adjusted from time to time pursuant to Section 10(c) of
the Plan.



     3. Vesting and Forfeiture of Stock Units.



          (a) Vesting. The Participant shall become vested in the Stock Units in accordance
with the vesting schedule in the Notice of Grant.




          (b) Forfeiture. The Participant shall forfeit any unvested Stock Units, if any, in
the event that the Participant’s Continuous Service is terminated for any reason, except as
otherwise determined by the Plan Administrator in its sole discretion, which determination need not
be uniform as to all Participants. Upon forfeiture, Participant shall not be entitled to receive
any Shares pursuant to the unvested Stock Units.




          (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,
Participant’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 Participant for Good Reason (as defined in the Plan), then all of the Stock Units
subject to this Award shall vest.




     4. Settlement of Stock Unit Award.



          (a) Settlement of Units for Stock. Whereas Section 6(e) of the Plan permits the
Company to deliver either cash, Stock or a combination of Stock and cash in settlement of a Stock
Unit Award and the Company has determined that this Award shall be settled solely in Stock.
Therefore, the Company shall deliver to the Participant one share of Stock for each




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vested Stock Unit subject of this Award on the appropriate Delivery Date (as defined in
Section 4(b)). The Company shall not have any obligation to settle this Award for cash.




          (b) Delivery of Stock. Shares shall be delivered on the delivery date(s) (each a
“Delivery Date”) specified in the Notice of Grant. Once a Share is delivered with respect to a
vested Stock Unit, such vested Stock Unit shall terminate and the Company shall have no further
obligation to deliver Shares, cash or any other property for such vested Stock Unit.




     5. No Rights as Shareholder until Delivery. The Participant shall not have any
rights, benefits or entitlements with respect to any Stock subject to this Agreement unless and
until the Stock has been delivered to the Participant. On or after delivery of the Stock, the
Participant shall have, with respect to the Stock delivered, all of the rights of an equity
interest holder of the Company, including the right to vote the Stock and the right to receive all
dividends, if any, as may be declared on the Stock from time to time.



     6. Tax Provisions.



          (a) Tax Consequences. Participant has reviewed with Participant’s own tax advisors
the federal, state, local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. Participant is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. Participant understands that
Participant (and not the Company) shall be responsible for any tax liability that may arise as a
result of the transactions contemplated by this Agreement.




          (b) Withholding Obligations. At the time the Award is granted, or at any time
thereafter as requested by the Company, Participant hereby authorizes withholding from payroll and
any other amounts payable to Participant, including Shares deliverable pursuant to this Award, and
otherwise agrees to make adequate provision for, any sums required to satisfy the minimum federal,
state, local and foreign tax withholding obligations of the Company or a Related Entity, if any,
which arise in connection with the Award.




     The Company, in its sole discretion, and in compliance with any applicable legal conditions or
restrictions, may withhold from fully vested Shares otherwise deliverable to Participant upon the
vesting of the Award a number of whole Shares having a Fair Market Value, as determined by the
Company as of the date the Participant recognizes income with respect to those Shares, not in
excess of the amount of minimum tax required to be withheld by law (or such lower amount as may be
necessary to avoid adverse financial accounting treatment). Any adverse consequences to
Participant arising in connection with such Stock withholding procedure shall be the Participant’s
sole responsibility.



     In addition, the Company, in its sole discretion, may establish a procedure whereby the
Participant may make an irrevocable election to direct a broker (determined by the Company) to sell
sufficient Shares from the Award to cover the tax withholding obligations of the Company or any
Related Entity and deliver such proceeds to the Company.



     Unless the tax withholding obligations of the Company or any Related Entity are satisfied, the
Company shall have no obligation to issue a certificate for such Shares.



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     7. Consideration. With respect to the value of the Shares to be delivered pursuant to
the Award, such Shares are granted in consideration for the services Participant shall provide to
the Company during the vesting period.



     8. Transferability. The Stock Units granted under this Agreement are not transferable
otherwise than by will or under the applicable laws of descent and distribution. In addition, the
Stock Units shall not be assigned, negotiated, pledged or hypothecated in any way (whether by
operation of law or otherwise), and the Stock Units shall not be subject to execution, attachment
or similar process.



     9. General Provisions.



          (a) Employment At Will. Nothing in this Agreement or in the Plan shall confer upon
Participant any right to continue in the service of the Company or its Related Entities for any
period of specific duration or interfere with or otherwise restrict in any way the rights of the
Company (or any Related Entity employing or retaining Participant) or of Participant, which rights
are hereby expressly reserved by each, to terminate Participant’s service at any time for any
reason, with or without cause.




          (b) Notices. Any notice required to be given under this Agreement shall be in writing
and shall be deemed effective upon personal delivery or upon deposit in the U.S. mail, registered
or certified, postage prepaid and properly addressed to the party entitled to such notice at the
address indicated below such party’s signature line on this Agreement or at such other address as
such party may designate by ten (10) days’ advance written notice under this paragraph to all other
parties to this Agreement.




          (c) No Limit on Other Compensation Arrangements. Nothing contained in this Agreement
shall preclude the Company from adopting or continuing in effect other or additional compensation
arrangements, and those arrangements may be either generally applicable or applicable only in
specific cases.




          (d) Severability. If any provision of this Agreement is or becomes or is deemed to be
invalid, illegal, or unenforceable in any jurisdiction or would disqualify this Agreement or the
Award under any applicable law, that provision shall be construed or deemed amended to conform to
applicable law (or if that provision cannot be so construed or deemed amended without materially
altering the purpose or intent of this Agreement and the Award, that provision shall be stricken as
to that jurisdiction and the remainder of this Agreement and the Award shall remain in full force
and effect).




          (e) No Trust or Fund Created. Neither this Agreement nor the grant of the Award shall
create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company and the Participant or any other person. The Stock Units subject to this
Agreement represent only the Company’s unfunded and unsecured promise to issue Stock to the
Participant in the future. To the extent that the Participant or any other person acquires a right
to receive payments from the Company pursuant to this Agreement, that right shall be no greater
than the right of any unsecured general creditor of the Company.




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          (f) Cancellation of Award. If any Stock Units subject to this Agreement are
forfeited, then from and after such time, the Participant (and any other person from whom such
Stock Units are forfeited) shall no longer have any rights to such Stock Units or the corresponding
Shares. Such Stock Units shall be deemed forfeited in accordance with the applicable provisions
hereof.




          (g) Participant Undertaking. Participant hereby agrees to take whatever additional
action and execute whatever additional documents the Company may deem necessary or advisable in
order to carry out or effect one or more of the obligations or restrictions imposed on either
Participant or the Shares deliverable pursuant to the provisions of this Agreement.




          (h) Amendment, Modification, and Entire Agreement. No provision of this Agreement may
be modified, waived or discharged unless that waiver, modification or discharge is agreed to in
writing and signed by the Participant and the Plan Administrator. This Agreement constitutes the
entire contract between the parties hereto with regard to the subject matter hereof. This
Agreement is made pursuant to the provisions of the Plan and shall in all respects be construed in
conformity with the terms of the Plan. In the event of a conflict between the Plan and this
Agreement, the terms of the Plan shall govern. Participant further acknowledges that as of the
Grant Date, this Agreement and the Plan set forth the entire understanding between Participant and
the Company regarding the acquisition of Stock pursuant to this Award and supersede all prior oral
and written agreements on that subject with the exception of awards from the Company previously
granted and delivered to Participant. No agreements or representations, oral or otherwise, express
or implied, with respect to the subject matter hereof have been made by either party which are not
set forth expressly in this Agreement.




          (i) Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Nevada without regard to the conflict-of-laws rules thereof or of
any other jurisdiction.




          (j) Interpretation. The Participant accepts this Award subject to all the terms and
provisions of this Agreement and the terms and conditions of the Plan. The undersigned Participant
hereby accepts as binding, conclusive and final all decisions or interpretations of the Plan
Administrator upon any questions arising under this Agreement.




          (k) Successors and Assigns. The provisions of this Agreement shall inure to the
benefit of, and be binding upon, the Company and its successors and assigns and upon Participant,
Participant’s assigns and the legal representatives, heirs and legatees of Participant’s estate,
whether or not any such person shall have become a party to this Agreement and have agreed in
writing to join herein and be bound by the terms hereof. The Company may assign its rights and
obligations under this Agreement, including, but not limited to, the forfeiture provision of
Section 3(b) to any person or entity selected by the Board.




          (l) Counterparts. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original, but all of which together shall constitute one and the same
instrument.




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          (m) Headings. Headings are given to the Paragraphs and Subparagraphs of this
Agreement solely as a convenience to facilitate reference. The headings shall not be deemed in any
way material or relevant to the construction or interpretation of this Agreement or any provision
thereof.




     10. Representations. Participant acknowledges and agrees that Participant has
reviewed the Agreement in its entirety, has had an opportunity to obtain the advice of counsel
prior to executing and accepting the Award and fully understands all provisions of the Award.


[The remainder of this page has been intentionally left blank.]




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     IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year first
indicated above.



	 	 	 	 	 
	 	 	GAMETECH INTERNATIONAL, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





	 	 	 	 	 
	 

	 	PARTICIPANT	 	 
	 
	 	 	 	 
	 

	 	 
	 
	 
	 	 	 	 
	 

	 	Address:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 





Signature
Page to Stock Award Agreement